0000096021 2024 Q2 FALSE 06-29 http://fasb.org/us-gaap/2023#LongTermDebtAndCapitalLeaseObligations 384 390 384 0000096021 2023-07-02 2023-12-30 0000096021 2024-01-12 xbrli:shares 0000096021 2023-12-30 iso4217:USD 0000096021 2023-07-01 iso4217:USD xbrli:shares 0000096021 2023-10-01 2023-12-30 0000096021 2022-10-02 2022-12-31 0000096021 2022-07-03 2022-12-31 0000096021 us-gaap:PensionPlansDefinedBenefitMember country:US 2022-10-02 2022-12-31 0000096021 us-gaap:CommonStockMember 2023-09-30 0000096021 us-gaap:AdditionalPaidInCapitalMember 2023-09-30 0000096021 us-gaap:RetainedEarningsMember 2023-09-30 0000096021 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-09-30 0000096021 us-gaap:TreasuryStockCommonMember 2023-09-30 0000096021 2023-09-30 0000096021 us-gaap:RetainedEarningsMember 2023-10-01 2023-12-30 0000096021 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-10-01 2023-12-30 0000096021 us-gaap:TreasuryStockCommonMember 2023-10-01 2023-12-30 0000096021 us-gaap:AdditionalPaidInCapitalMember 2023-10-01 2023-12-30 0000096021 us-gaap:CommonStockMember 2023-12-30 0000096021 us-gaap:AdditionalPaidInCapitalMember 2023-12-30 0000096021 us-gaap:RetainedEarningsMember 2023-12-30 0000096021 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-12-30 0000096021 us-gaap:TreasuryStockCommonMember 2023-12-30 0000096021 us-gaap:CommonStockMember 2022-10-01 0000096021 us-gaap:AdditionalPaidInCapitalMember 2022-10-01 0000096021 us-gaap:RetainedEarningsMember 2022-10-01 0000096021 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-10-01 0000096021 us-gaap:TreasuryStockCommonMember 2022-10-01 0000096021 2022-10-01 0000096021 us-gaap:RetainedEarningsMember 2022-10-02 2022-12-31 0000096021 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-10-02 2022-12-31 0000096021 us-gaap:AdditionalPaidInCapitalMember 2022-10-02 2022-12-31 0000096021 us-gaap:TreasuryStockCommonMember 2022-10-02 2022-12-31 0000096021 us-gaap:CommonStockMember 2022-12-31 0000096021 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0000096021 us-gaap:RetainedEarningsMember 2022-12-31 0000096021 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-12-31 0000096021 us-gaap:TreasuryStockCommonMember 2022-12-31 0000096021 2022-12-31 0000096021 us-gaap:CommonStockMember 2023-07-01 0000096021 us-gaap:AdditionalPaidInCapitalMember 2023-07-01 0000096021 us-gaap:RetainedEarningsMember 2023-07-01 0000096021 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-07-01 0000096021 us-gaap:TreasuryStockCommonMember 2023-07-01 0000096021 us-gaap:RetainedEarningsMember 2023-07-02 2023-12-30 0000096021 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-07-02 2023-12-30 0000096021 us-gaap:TreasuryStockCommonMember 2023-07-02 2023-12-30 0000096021 us-gaap:AdditionalPaidInCapitalMember 2023-07-02 2023-12-30 0000096021 us-gaap:CommonStockMember 2022-07-02 0000096021 us-gaap:AdditionalPaidInCapitalMember 2022-07-02 0000096021 us-gaap:RetainedEarningsMember 2022-07-02 0000096021 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-07-02 0000096021 us-gaap:TreasuryStockCommonMember 2022-07-02 0000096021 2022-07-02 0000096021 us-gaap:RetainedEarningsMember 2022-07-03 2022-12-31 0000096021 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-07-03 2022-12-31 0000096021 us-gaap:TreasuryStockCommonMember 2022-07-03 2022-12-31 0000096021 us-gaap:AdditionalPaidInCapitalMember 2022-07-03 2022-12-31 0000096021 syy:U.S.FoodserviceOperationsMember syy:CannedAndDryProducts1Member 2023-10-01 2023-12-30 0000096021 syy:CannedAndDryProducts1Member syy:InternationalFoodserviceOperationsMember 2023-10-01 2023-12-30 0000096021 syy:SygmaSegmentMember syy:CannedAndDryProducts1Member 2023-10-01 2023-12-30 0000096021 us-gaap:AllOtherSegmentsMember syy:CannedAndDryProducts1Member 2023-10-01 2023-12-30 0000096021 syy:CannedAndDryProducts1Member 2023-10-01 2023-12-30 0000096021 syy:U.S.FoodserviceOperationsMember syy:FreshAndFrozenMeats1Member 2023-10-01 2023-12-30 0000096021 syy:FreshAndFrozenMeats1Member syy:InternationalFoodserviceOperationsMember 2023-10-01 2023-12-30 0000096021 syy:FreshAndFrozenMeats1Member syy:SygmaSegmentMember 2023-10-01 2023-12-30 0000096021 syy:FreshAndFrozenMeats1Member us-gaap:AllOtherSegmentsMember 2023-10-01 2023-12-30 0000096021 syy:FreshAndFrozenMeats1Member 2023-10-01 2023-12-30 0000096021 syy:U.S.FoodserviceOperationsMember syy:FrozenFruitsVegetablesBakeryAndOther1Member 2023-10-01 2023-12-30 0000096021 syy:FrozenFruitsVegetablesBakeryAndOther1Member syy:InternationalFoodserviceOperationsMember 2023-10-01 2023-12-30 0000096021 syy:SygmaSegmentMember syy:FrozenFruitsVegetablesBakeryAndOther1Member 2023-10-01 2023-12-30 0000096021 us-gaap:AllOtherSegmentsMember syy:FrozenFruitsVegetablesBakeryAndOther1Member 2023-10-01 2023-12-30 0000096021 syy:FrozenFruitsVegetablesBakeryAndOther1Member 2023-10-01 2023-12-30 0000096021 syy:U.S.FoodserviceOperationsMember syy:DairyProducts1Member 2023-10-01 2023-12-30 0000096021 syy:DairyProducts1Member syy:InternationalFoodserviceOperationsMember 2023-10-01 2023-12-30 0000096021 syy:SygmaSegmentMember syy:DairyProducts1Member 2023-10-01 2023-12-30 0000096021 us-gaap:AllOtherSegmentsMember syy:DairyProducts1Member 2023-10-01 2023-12-30 0000096021 syy:DairyProducts1Member 2023-10-01 2023-12-30 0000096021 syy:U.S.FoodserviceOperationsMember syy:Poultry1Member 2023-10-01 2023-12-30 0000096021 syy:InternationalFoodserviceOperationsMember syy:Poultry1Member 2023-10-01 2023-12-30 0000096021 syy:SygmaSegmentMember syy:Poultry1Member 2023-10-01 2023-12-30 0000096021 us-gaap:AllOtherSegmentsMember syy:Poultry1Member 2023-10-01 2023-12-30 0000096021 syy:Poultry1Member 2023-10-01 2023-12-30 0000096021 syy:U.S.FoodserviceOperationsMember syy:FreshProduce1Member 2023-10-01 2023-12-30 0000096021 syy:FreshProduce1Member syy:InternationalFoodserviceOperationsMember 2023-10-01 2023-12-30 0000096021 syy:SygmaSegmentMember syy:FreshProduce1Member 2023-10-01 2023-12-30 0000096021 us-gaap:AllOtherSegmentsMember syy:FreshProduce1Member 2023-10-01 2023-12-30 0000096021 syy:FreshProduce1Member 2023-10-01 2023-12-30 0000096021 syy:U.S.FoodserviceOperationsMember syy:PaperAndDisposables1Member 2023-10-01 2023-12-30 0000096021 syy:PaperAndDisposables1Member syy:InternationalFoodserviceOperationsMember 2023-10-01 2023-12-30 0000096021 syy:SygmaSegmentMember syy:PaperAndDisposables1Member 2023-10-01 2023-12-30 0000096021 us-gaap:AllOtherSegmentsMember syy:PaperAndDisposables1Member 2023-10-01 2023-12-30 0000096021 syy:PaperAndDisposables1Member 2023-10-01 2023-12-30 0000096021 syy:U.S.FoodserviceOperationsMember syy:Seafood1Member 2023-10-01 2023-12-30 0000096021 syy:Seafood1Member syy:InternationalFoodserviceOperationsMember 2023-10-01 2023-12-30 0000096021 syy:SygmaSegmentMember syy:Seafood1Member 2023-10-01 2023-12-30 0000096021 us-gaap:AllOtherSegmentsMember syy:Seafood1Member 2023-10-01 2023-12-30 0000096021 syy:Seafood1Member 2023-10-01 2023-12-30 0000096021 syy:U.S.FoodserviceOperationsMember syy:BeverageProducts1Member 2023-10-01 2023-12-30 0000096021 syy:InternationalFoodserviceOperationsMember syy:BeverageProducts1Member 2023-10-01 2023-12-30 0000096021 syy:SygmaSegmentMember syy:BeverageProducts1Member 2023-10-01 2023-12-30 0000096021 us-gaap:AllOtherSegmentsMember syy:BeverageProducts1Member 2023-10-01 2023-12-30 0000096021 syy:BeverageProducts1Member 2023-10-01 2023-12-30 0000096021 syy:U.S.FoodserviceOperationsMember syy:OtherProductsMember 2023-10-01 2023-12-30 0000096021 syy:OtherProductsMember syy:InternationalFoodserviceOperationsMember 2023-10-01 2023-12-30 0000096021 syy:OtherProductsMember syy:SygmaSegmentMember 2023-10-01 2023-12-30 0000096021 syy:OtherProductsMember us-gaap:AllOtherSegmentsMember 2023-10-01 2023-12-30 0000096021 syy:OtherProductsMember 2023-10-01 2023-12-30 0000096021 syy:U.S.FoodserviceOperationsMember 2023-10-01 2023-12-30 0000096021 syy:InternationalFoodserviceOperationsMember 2023-10-01 2023-12-30 0000096021 syy:SygmaSegmentMember 2023-10-01 2023-12-30 0000096021 us-gaap:AllOtherSegmentsMember 2023-10-01 2023-12-30 0000096021 syy:U.S.FoodserviceOperationsMember syy:CannedAndDryProducts1Member 2022-10-02 2022-12-31 0000096021 syy:CannedAndDryProducts1Member syy:InternationalFoodserviceOperationsMember 2022-10-02 2022-12-31 0000096021 syy:SygmaSegmentMember syy:CannedAndDryProducts1Member 2022-10-02 2022-12-31 0000096021 us-gaap:AllOtherSegmentsMember syy:CannedAndDryProducts1Member 2022-10-02 2022-12-31 0000096021 syy:CannedAndDryProducts1Member 2022-10-02 2022-12-31 0000096021 syy:U.S.FoodserviceOperationsMember syy:FreshAndFrozenMeats1Member 2022-10-02 2022-12-31 0000096021 syy:FreshAndFrozenMeats1Member syy:InternationalFoodserviceOperationsMember 2022-10-02 2022-12-31 0000096021 syy:FreshAndFrozenMeats1Member syy:SygmaSegmentMember 2022-10-02 2022-12-31 0000096021 syy:FreshAndFrozenMeats1Member us-gaap:AllOtherSegmentsMember 2022-10-02 2022-12-31 0000096021 syy:FreshAndFrozenMeats1Member 2022-10-02 2022-12-31 0000096021 syy:U.S.FoodserviceOperationsMember syy:FrozenFruitsVegetablesBakeryAndOther1Member 2022-10-02 2022-12-31 0000096021 syy:FrozenFruitsVegetablesBakeryAndOther1Member syy:InternationalFoodserviceOperationsMember 2022-10-02 2022-12-31 0000096021 syy:SygmaSegmentMember syy:FrozenFruitsVegetablesBakeryAndOther1Member 2022-10-02 2022-12-31 0000096021 us-gaap:AllOtherSegmentsMember syy:FrozenFruitsVegetablesBakeryAndOther1Member 2022-10-02 2022-12-31 0000096021 syy:FrozenFruitsVegetablesBakeryAndOther1Member 2022-10-02 2022-12-31 0000096021 syy:U.S.FoodserviceOperationsMember syy:DairyProducts1Member 2022-10-02 2022-12-31 0000096021 syy:DairyProducts1Member syy:InternationalFoodserviceOperationsMember 2022-10-02 2022-12-31 0000096021 syy:SygmaSegmentMember syy:DairyProducts1Member 2022-10-02 2022-12-31 0000096021 us-gaap:AllOtherSegmentsMember syy:DairyProducts1Member 2022-10-02 2022-12-31 0000096021 syy:DairyProducts1Member 2022-10-02 2022-12-31 0000096021 syy:U.S.FoodserviceOperationsMember syy:Poultry1Member 2022-10-02 2022-12-31 0000096021 syy:InternationalFoodserviceOperationsMember syy:Poultry1Member 2022-10-02 2022-12-31 0000096021 syy:SygmaSegmentMember syy:Poultry1Member 2022-10-02 2022-12-31 0000096021 us-gaap:AllOtherSegmentsMember syy:Poultry1Member 2022-10-02 2022-12-31 0000096021 syy:Poultry1Member 2022-10-02 2022-12-31 0000096021 syy:U.S.FoodserviceOperationsMember syy:FreshProduce1Member 2022-10-02 2022-12-31 0000096021 syy:FreshProduce1Member syy:InternationalFoodserviceOperationsMember 2022-10-02 2022-12-31 0000096021 syy:SygmaSegmentMember syy:FreshProduce1Member 2022-10-02 2022-12-31 0000096021 us-gaap:AllOtherSegmentsMember syy:FreshProduce1Member 2022-10-02 2022-12-31 0000096021 syy:FreshProduce1Member 2022-10-02 2022-12-31 0000096021 syy:U.S.FoodserviceOperationsMember syy:PaperAndDisposables1Member 2022-10-02 2022-12-31 0000096021 syy:PaperAndDisposables1Member syy:InternationalFoodserviceOperationsMember 2022-10-02 2022-12-31 0000096021 syy:SygmaSegmentMember syy:PaperAndDisposables1Member 2022-10-02 2022-12-31 0000096021 us-gaap:AllOtherSegmentsMember syy:PaperAndDisposables1Member 2022-10-02 2022-12-31 0000096021 syy:PaperAndDisposables1Member 2022-10-02 2022-12-31 0000096021 syy:U.S.FoodserviceOperationsMember syy:Seafood1Member 2022-10-02 2022-12-31 0000096021 syy:Seafood1Member syy:InternationalFoodserviceOperationsMember 2022-10-02 2022-12-31 0000096021 syy:SygmaSegmentMember syy:Seafood1Member 2022-10-02 2022-12-31 0000096021 us-gaap:AllOtherSegmentsMember syy:Seafood1Member 2022-10-02 2022-12-31 0000096021 syy:Seafood1Member 2022-10-02 2022-12-31 0000096021 syy:U.S.FoodserviceOperationsMember syy:BeverageProducts1Member 2022-10-02 2022-12-31 0000096021 syy:InternationalFoodserviceOperationsMember syy:BeverageProducts1Member 2022-10-02 2022-12-31 0000096021 syy:SygmaSegmentMember syy:BeverageProducts1Member 2022-10-02 2022-12-31 0000096021 us-gaap:AllOtherSegmentsMember syy:BeverageProducts1Member 2022-10-02 2022-12-31 0000096021 syy:BeverageProducts1Member 2022-10-02 2022-12-31 0000096021 syy:U.S.FoodserviceOperationsMember syy:OtherProductsMember 2022-10-02 2022-12-31 0000096021 syy:OtherProductsMember syy:InternationalFoodserviceOperationsMember 2022-10-02 2022-12-31 0000096021 syy:OtherProductsMember syy:SygmaSegmentMember 2022-10-02 2022-12-31 0000096021 syy:OtherProductsMember us-gaap:AllOtherSegmentsMember 2022-10-02 2022-12-31 0000096021 syy:OtherProductsMember 2022-10-02 2022-12-31 0000096021 syy:U.S.FoodserviceOperationsMember 2022-10-02 2022-12-31 0000096021 syy:InternationalFoodserviceOperationsMember 2022-10-02 2022-12-31 0000096021 syy:SygmaSegmentMember 2022-10-02 2022-12-31 0000096021 us-gaap:AllOtherSegmentsMember 2022-10-02 2022-12-31 0000096021 syy:U.S.FoodserviceOperationsMember syy:CannedAndDryProducts1Member 2023-07-02 2023-12-30 0000096021 syy:CannedAndDryProducts1Member syy:InternationalFoodserviceOperationsMember 2023-07-02 2023-12-30 0000096021 syy:SygmaSegmentMember syy:CannedAndDryProducts1Member 2023-07-02 2023-12-30 0000096021 us-gaap:AllOtherSegmentsMember syy:CannedAndDryProducts1Member 2023-07-02 2023-12-30 0000096021 syy:CannedAndDryProducts1Member 2023-07-02 2023-12-30 0000096021 syy:U.S.FoodserviceOperationsMember syy:FreshAndFrozenMeats1Member 2023-07-02 2023-12-30 0000096021 syy:FreshAndFrozenMeats1Member syy:InternationalFoodserviceOperationsMember 2023-07-02 2023-12-30 0000096021 syy:FreshAndFrozenMeats1Member syy:SygmaSegmentMember 2023-07-02 2023-12-30 0000096021 syy:FreshAndFrozenMeats1Member us-gaap:AllOtherSegmentsMember 2023-07-02 2023-12-30 0000096021 syy:FreshAndFrozenMeats1Member 2023-07-02 2023-12-30 0000096021 syy:U.S.FoodserviceOperationsMember syy:FrozenFruitsVegetablesBakeryAndOther1Member 2023-07-02 2023-12-30 0000096021 syy:FrozenFruitsVegetablesBakeryAndOther1Member syy:InternationalFoodserviceOperationsMember 2023-07-02 2023-12-30 0000096021 syy:SygmaSegmentMember syy:FrozenFruitsVegetablesBakeryAndOther1Member 2023-07-02 2023-12-30 0000096021 us-gaap:AllOtherSegmentsMember syy:FrozenFruitsVegetablesBakeryAndOther1Member 2023-07-02 2023-12-30 0000096021 syy:FrozenFruitsVegetablesBakeryAndOther1Member 2023-07-02 2023-12-30 0000096021 syy:U.S.FoodserviceOperationsMember syy:DairyProducts1Member 2023-07-02 2023-12-30 0000096021 syy:DairyProducts1Member syy:InternationalFoodserviceOperationsMember 2023-07-02 2023-12-30 0000096021 syy:SygmaSegmentMember syy:DairyProducts1Member 2023-07-02 2023-12-30 0000096021 us-gaap:AllOtherSegmentsMember syy:DairyProducts1Member 2023-07-02 2023-12-30 0000096021 syy:DairyProducts1Member 2023-07-02 2023-12-30 0000096021 syy:U.S.FoodserviceOperationsMember syy:Poultry1Member 2023-07-02 2023-12-30 0000096021 syy:InternationalFoodserviceOperationsMember syy:Poultry1Member 2023-07-02 2023-12-30 0000096021 syy:SygmaSegmentMember syy:Poultry1Member 2023-07-02 2023-12-30 0000096021 us-gaap:AllOtherSegmentsMember syy:Poultry1Member 2023-07-02 2023-12-30 0000096021 syy:Poultry1Member 2023-07-02 2023-12-30 0000096021 syy:U.S.FoodserviceOperationsMember syy:FreshProduce1Member 2023-07-02 2023-12-30 0000096021 syy:FreshProduce1Member syy:InternationalFoodserviceOperationsMember 2023-07-02 2023-12-30 0000096021 syy:SygmaSegmentMember syy:FreshProduce1Member 2023-07-02 2023-12-30 0000096021 us-gaap:AllOtherSegmentsMember syy:FreshProduce1Member 2023-07-02 2023-12-30 0000096021 syy:FreshProduce1Member 2023-07-02 2023-12-30 0000096021 syy:U.S.FoodserviceOperationsMember syy:PaperAndDisposables1Member 2023-07-02 2023-12-30 0000096021 syy:PaperAndDisposables1Member syy:InternationalFoodserviceOperationsMember 2023-07-02 2023-12-30 0000096021 syy:SygmaSegmentMember syy:PaperAndDisposables1Member 2023-07-02 2023-12-30 0000096021 us-gaap:AllOtherSegmentsMember syy:PaperAndDisposables1Member 2023-07-02 2023-12-30 0000096021 syy:PaperAndDisposables1Member 2023-07-02 2023-12-30 0000096021 syy:U.S.FoodserviceOperationsMember syy:Seafood1Member 2023-07-02 2023-12-30 0000096021 syy:Seafood1Member syy:InternationalFoodserviceOperationsMember 2023-07-02 2023-12-30 0000096021 syy:SygmaSegmentMember syy:Seafood1Member 2023-07-02 2023-12-30 0000096021 us-gaap:AllOtherSegmentsMember syy:Seafood1Member 2023-07-02 2023-12-30 0000096021 syy:Seafood1Member 2023-07-02 2023-12-30 0000096021 syy:U.S.FoodserviceOperationsMember syy:BeverageProducts1Member 2023-07-02 2023-12-30 0000096021 syy:InternationalFoodserviceOperationsMember syy:BeverageProducts1Member 2023-07-02 2023-12-30 0000096021 syy:SygmaSegmentMember syy:BeverageProducts1Member 2023-07-02 2023-12-30 0000096021 us-gaap:AllOtherSegmentsMember syy:BeverageProducts1Member 2023-07-02 2023-12-30 0000096021 syy:BeverageProducts1Member 2023-07-02 2023-12-30 0000096021 syy:U.S.FoodserviceOperationsMember syy:OtherProductsMember 2023-07-02 2023-12-30 0000096021 syy:OtherProductsMember syy:InternationalFoodserviceOperationsMember 2023-07-02 2023-12-30 0000096021 syy:OtherProductsMember syy:SygmaSegmentMember 2023-07-02 2023-12-30 0000096021 syy:OtherProductsMember us-gaap:AllOtherSegmentsMember 2023-07-02 2023-12-30 0000096021 syy:OtherProductsMember 2023-07-02 2023-12-30 0000096021 syy:U.S.FoodserviceOperationsMember 2023-07-02 2023-12-30 0000096021 syy:InternationalFoodserviceOperationsMember 2023-07-02 2023-12-30 0000096021 syy:SygmaSegmentMember 2023-07-02 2023-12-30 0000096021 us-gaap:AllOtherSegmentsMember 2023-07-02 2023-12-30 0000096021 syy:U.S.FoodserviceOperationsMember syy:CannedAndDryProducts1Member 2022-07-03 2022-12-31 0000096021 syy:CannedAndDryProducts1Member syy:InternationalFoodserviceOperationsMember 2022-07-03 2022-12-31 0000096021 syy:SygmaSegmentMember syy:CannedAndDryProducts1Member 2022-07-03 2022-12-31 0000096021 us-gaap:AllOtherSegmentsMember syy:CannedAndDryProducts1Member 2022-07-03 2022-12-31 0000096021 syy:CannedAndDryProducts1Member 2022-07-03 2022-12-31 0000096021 syy:U.S.FoodserviceOperationsMember syy:FreshAndFrozenMeats1Member 2022-07-03 2022-12-31 0000096021 syy:FreshAndFrozenMeats1Member syy:InternationalFoodserviceOperationsMember 2022-07-03 2022-12-31 0000096021 syy:FreshAndFrozenMeats1Member syy:SygmaSegmentMember 2022-07-03 2022-12-31 0000096021 syy:FreshAndFrozenMeats1Member us-gaap:AllOtherSegmentsMember 2022-07-03 2022-12-31 0000096021 syy:FreshAndFrozenMeats1Member 2022-07-03 2022-12-31 0000096021 syy:U.S.FoodserviceOperationsMember syy:FrozenFruitsVegetablesBakeryAndOther1Member 2022-07-03 2022-12-31 0000096021 syy:FrozenFruitsVegetablesBakeryAndOther1Member syy:InternationalFoodserviceOperationsMember 2022-07-03 2022-12-31 0000096021 syy:SygmaSegmentMember syy:FrozenFruitsVegetablesBakeryAndOther1Member 2022-07-03 2022-12-31 0000096021 us-gaap:AllOtherSegmentsMember syy:FrozenFruitsVegetablesBakeryAndOther1Member 2022-07-03 2022-12-31 0000096021 syy:FrozenFruitsVegetablesBakeryAndOther1Member 2022-07-03 2022-12-31 0000096021 syy:U.S.FoodserviceOperationsMember syy:DairyProducts1Member 2022-07-03 2022-12-31 0000096021 syy:DairyProducts1Member syy:InternationalFoodserviceOperationsMember 2022-07-03 2022-12-31 0000096021 syy:SygmaSegmentMember syy:DairyProducts1Member 2022-07-03 2022-12-31 0000096021 us-gaap:AllOtherSegmentsMember syy:DairyProducts1Member 2022-07-03 2022-12-31 0000096021 syy:DairyProducts1Member 2022-07-03 2022-12-31 0000096021 syy:U.S.FoodserviceOperationsMember syy:Poultry1Member 2022-07-03 2022-12-31 0000096021 syy:InternationalFoodserviceOperationsMember syy:Poultry1Member 2022-07-03 2022-12-31 0000096021 syy:SygmaSegmentMember syy:Poultry1Member 2022-07-03 2022-12-31 0000096021 us-gaap:AllOtherSegmentsMember syy:Poultry1Member 2022-07-03 2022-12-31 0000096021 syy:Poultry1Member 2022-07-03 2022-12-31 0000096021 syy:U.S.FoodserviceOperationsMember syy:FreshProduce1Member 2022-07-03 2022-12-31 0000096021 syy:FreshProduce1Member syy:InternationalFoodserviceOperationsMember 2022-07-03 2022-12-31 0000096021 syy:SygmaSegmentMember syy:FreshProduce1Member 2022-07-03 2022-12-31 0000096021 us-gaap:AllOtherSegmentsMember syy:FreshProduce1Member 2022-07-03 2022-12-31 0000096021 syy:FreshProduce1Member 2022-07-03 2022-12-31 0000096021 syy:U.S.FoodserviceOperationsMember syy:PaperAndDisposables1Member 2022-07-03 2022-12-31 0000096021 syy:PaperAndDisposables1Member syy:InternationalFoodserviceOperationsMember 2022-07-03 2022-12-31 0000096021 syy:SygmaSegmentMember syy:PaperAndDisposables1Member 2022-07-03 2022-12-31 0000096021 us-gaap:AllOtherSegmentsMember syy:PaperAndDisposables1Member 2022-07-03 2022-12-31 0000096021 syy:PaperAndDisposables1Member 2022-07-03 2022-12-31 0000096021 syy:U.S.FoodserviceOperationsMember syy:Seafood1Member 2022-07-03 2022-12-31 0000096021 syy:Seafood1Member syy:InternationalFoodserviceOperationsMember 2022-07-03 2022-12-31 0000096021 syy:SygmaSegmentMember syy:Seafood1Member 2022-07-03 2022-12-31 0000096021 us-gaap:AllOtherSegmentsMember syy:Seafood1Member 2022-07-03 2022-12-31 0000096021 syy:Seafood1Member 2022-07-03 2022-12-31 0000096021 syy:U.S.FoodserviceOperationsMember syy:BeverageProducts1Member 2022-07-03 2022-12-31 0000096021 syy:InternationalFoodserviceOperationsMember syy:BeverageProducts1Member 2022-07-03 2022-12-31 0000096021 syy:SygmaSegmentMember syy:BeverageProducts1Member 2022-07-03 2022-12-31 0000096021 us-gaap:AllOtherSegmentsMember syy:BeverageProducts1Member 2022-07-03 2022-12-31 0000096021 syy:BeverageProducts1Member 2022-07-03 2022-12-31 0000096021 syy:U.S.FoodserviceOperationsMember syy:OtherProductsMember 2022-07-03 2022-12-31 0000096021 syy:OtherProductsMember syy:InternationalFoodserviceOperationsMember 2022-07-03 2022-12-31 0000096021 syy:OtherProductsMember syy:SygmaSegmentMember 2022-07-03 2022-12-31 0000096021 syy:OtherProductsMember us-gaap:AllOtherSegmentsMember 2022-07-03 2022-12-31 0000096021 syy:OtherProductsMember 2022-07-03 2022-12-31 0000096021 syy:U.S.FoodserviceOperationsMember 2022-07-03 2022-12-31 0000096021 syy:InternationalFoodserviceOperationsMember 2022-07-03 2022-12-31 0000096021 syy:SygmaSegmentMember 2022-07-03 2022-12-31 0000096021 us-gaap:AllOtherSegmentsMember 2022-07-03 2022-12-31 0000096021 us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember 2023-07-02 2023-12-30 0000096021 syy:EdwardDonCompanyMember 2023-11-27 xbrli:pure 0000096021 syy:U.S.FoodserviceOperationsMember syy:EdwardDonCompanyMember 2023-12-30 0000096021 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member 2023-12-30 0000096021 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member 2023-12-30 0000096021 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member 2023-12-30 0000096021 us-gaap:FairValueMeasurementsRecurringMember 2023-12-30 0000096021 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member 2023-07-01 0000096021 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member 2023-07-01 0000096021 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member 2023-07-01 0000096021 us-gaap:FairValueMeasurementsRecurringMember 2023-07-01 0000096021 us-gaap:CarryingReportedAmountFairValueDisclosureMember 2023-12-30 0000096021 us-gaap:CarryingReportedAmountFairValueDisclosureMember 2023-07-01 0000096021 us-gaap:CorporateDebtSecuritiesMember 2023-12-30 0000096021 us-gaap:USTreasuryAndGovernmentMember 2023-12-30 0000096021 us-gaap:CorporateDebtSecuritiesMember 2023-07-01 0000096021 us-gaap:USTreasuryAndGovernmentMember 2023-07-01 0000096021 syy:SeniorNotes600DueNovember2024Member us-gaap:SeniorNotesMember 2023-12-30 0000096021 syy:InterestRateSwapJanuary2034Member 2023-12-30 0000096021 syy:ForeignCurrencyInterestRateVariousMaturityDatesMember 2023-12-30 iso4217:SEK iso4217:GBP 0000096021 syy:ForeignCurrencyInterestRateEuroMaturingMay2024Member 2023-12-30 iso4217:MXN 0000096021 syy:ForeignCurrencyInterestRateCanadianMaturingApril2025Member 2023-12-30 iso4217:CAD iso4217:EUR 0000096021 us-gaap:EnergyRelatedDerivativeMember 2023-07-02 2023-12-30 utr:gal 0000096021 us-gaap:CurrencySwapMember us-gaap:FairValueHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:OtherAssetsMember 2023-12-30 0000096021 us-gaap:CurrencySwapMember us-gaap:FairValueHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:OtherAssetsMember 2023-07-01 0000096021 us-gaap:FairValueHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:InterestRateSwapMember us-gaap:OtherAssetsMember 2023-12-30 0000096021 us-gaap:FairValueHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:InterestRateSwapMember us-gaap:OtherAssetsMember 2023-07-01 0000096021 us-gaap:CurrencySwapMember us-gaap:FairValueHedgingMember us-gaap:OtherCurrentLiabilitiesMember us-gaap:DesignatedAsHedgingInstrumentMember 2023-12-30 0000096021 us-gaap:CurrencySwapMember us-gaap:FairValueHedgingMember us-gaap:OtherCurrentLiabilitiesMember us-gaap:DesignatedAsHedgingInstrumentMember 2023-07-01 0000096021 us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:OtherCurrentAssetsMember us-gaap:CashFlowHedgingMember us-gaap:EnergyRelatedDerivativeMember 2023-12-30 0000096021 us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:OtherCurrentAssetsMember us-gaap:CashFlowHedgingMember us-gaap:EnergyRelatedDerivativeMember 2023-07-01 0000096021 us-gaap:ForeignExchangeForwardMember us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:OtherCurrentAssetsMember us-gaap:CashFlowHedgingMember 2023-12-30 0000096021 us-gaap:ForeignExchangeForwardMember us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:OtherCurrentAssetsMember us-gaap:CashFlowHedgingMember 2023-07-01 0000096021 us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:CashFlowHedgingMember us-gaap:OtherAssetsMember us-gaap:EnergyRelatedDerivativeMember 2023-12-30 0000096021 us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:CashFlowHedgingMember us-gaap:OtherAssetsMember us-gaap:EnergyRelatedDerivativeMember 2023-07-01 0000096021 us-gaap:OtherCurrentLiabilitiesMember us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:CashFlowHedgingMember us-gaap:EnergyRelatedDerivativeMember 2023-12-30 0000096021 us-gaap:OtherCurrentLiabilitiesMember us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:CashFlowHedgingMember us-gaap:EnergyRelatedDerivativeMember 2023-07-01 0000096021 us-gaap:OtherCurrentLiabilitiesMember us-gaap:ForeignExchangeForwardMember us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:CashFlowHedgingMember 2023-12-30 0000096021 us-gaap:OtherCurrentLiabilitiesMember us-gaap:ForeignExchangeForwardMember us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:CashFlowHedgingMember 2023-07-01 0000096021 us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:OtherNoncurrentLiabilitiesMember us-gaap:CashFlowHedgingMember us-gaap:EnergyRelatedDerivativeMember 2023-12-30 0000096021 us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:OtherNoncurrentLiabilitiesMember us-gaap:CashFlowHedgingMember us-gaap:EnergyRelatedDerivativeMember 2023-07-01 0000096021 us-gaap:CurrencySwapMember us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:NetInvestmentHedgingMember us-gaap:OtherCurrentAssetsMember 2023-12-30 0000096021 us-gaap:CurrencySwapMember us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:NetInvestmentHedgingMember us-gaap:OtherCurrentAssetsMember 2023-07-01 0000096021 us-gaap:CurrencySwapMember us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:OtherNoncurrentLiabilitiesMember us-gaap:NetInvestmentHedgingMember 2023-12-30 0000096021 us-gaap:CurrencySwapMember us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:OtherNoncurrentLiabilitiesMember us-gaap:NetInvestmentHedgingMember 2023-07-01 0000096021 us-gaap:FairValueHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember 2023-10-01 2023-12-30 0000096021 us-gaap:FairValueHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember 2022-10-02 2022-12-31 0000096021 us-gaap:FairValueHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember 2023-07-02 2023-12-30 0000096021 us-gaap:FairValueHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember 2022-07-03 2022-12-31 0000096021 us-gaap:FairValueHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:InterestRateSwapMember us-gaap:InterestExpenseMember 2023-10-01 2023-12-30 0000096021 us-gaap:FairValueHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:InterestRateSwapMember us-gaap:InterestExpenseMember 2022-10-02 2022-12-31 0000096021 us-gaap:FairValueHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:InterestRateSwapMember us-gaap:InterestExpenseMember 2023-07-02 2023-12-30 0000096021 us-gaap:FairValueHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:InterestRateSwapMember us-gaap:InterestExpenseMember 2022-07-03 2022-12-31 0000096021 us-gaap:CurrencySwapMember us-gaap:FairValueHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:InterestExpenseMember 2023-10-01 2023-12-30 0000096021 us-gaap:CurrencySwapMember us-gaap:FairValueHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:InterestExpenseMember 2022-10-02 2022-12-31 0000096021 us-gaap:CurrencySwapMember us-gaap:FairValueHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:InterestExpenseMember 2023-07-02 2023-12-30 0000096021 us-gaap:CurrencySwapMember us-gaap:FairValueHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:InterestExpenseMember 2022-07-03 2022-12-31 0000096021 us-gaap:FairValueHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:InterestRateSwapMember 2023-10-01 2023-12-30 0000096021 us-gaap:FairValueHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:InterestRateSwapMember 2022-10-02 2022-12-31 0000096021 us-gaap:FairValueHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:InterestRateSwapMember 2023-07-02 2023-12-30 0000096021 us-gaap:FairValueHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:InterestRateSwapMember 2022-07-03 2022-12-31 0000096021 us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:CashFlowHedgingMember us-gaap:EnergyRelatedDerivativeMember 2023-10-01 2023-12-30 0000096021 us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:CashFlowHedgingMember us-gaap:EnergyRelatedDerivativeMember us-gaap:OperatingIncomeLossMember 2023-10-01 2023-12-30 0000096021 us-gaap:CurrencySwapMember us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:CashFlowHedgingMember 2023-10-01 2023-12-30 0000096021 us-gaap:CurrencySwapMember us-gaap:DesignatedAsHedgingInstrumentMember syy:CostOfSalesAndOtherIncomeMember us-gaap:CashFlowHedgingMember 2023-10-01 2023-12-30 0000096021 us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:CashFlowHedgingMember 2023-10-01 2023-12-30 0000096021 us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:NetInvestmentHedgingMember us-gaap:CrossCurrencyInterestRateContractMember 2023-10-01 2023-12-30 0000096021 us-gaap:CurrencySwapMember us-gaap:FairValueHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember 2023-10-01 2023-12-30 0000096021 us-gaap:CurrencySwapMember us-gaap:FairValueHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:OtherOperatingIncomeExpenseMember 2023-10-01 2023-12-30 0000096021 us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:CashFlowHedgingMember us-gaap:EnergyRelatedDerivativeMember 2022-10-02 2022-12-31 0000096021 us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:CashFlowHedgingMember us-gaap:EnergyRelatedDerivativeMember us-gaap:OperatingIncomeLossMember 2022-10-02 2022-12-31 0000096021 us-gaap:CurrencySwapMember us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:CashFlowHedgingMember 2022-10-02 2022-12-31 0000096021 us-gaap:CurrencySwapMember us-gaap:DesignatedAsHedgingInstrumentMember syy:CostOfSalesAndOtherIncomeMember us-gaap:CashFlowHedgingMember 2022-10-02 2022-12-31 0000096021 us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:CashFlowHedgingMember 2022-10-02 2022-12-31 0000096021 us-gaap:ForeignExchangeContractMember us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:NetInvestmentHedgingMember 2022-10-02 2022-12-31 0000096021 us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:CashFlowHedgingMember us-gaap:EnergyRelatedDerivativeMember 2023-07-02 2023-12-30 0000096021 us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:CashFlowHedgingMember us-gaap:EnergyRelatedDerivativeMember us-gaap:OperatingIncomeLossMember 2023-07-02 2023-12-30 0000096021 us-gaap:CurrencySwapMember us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:CashFlowHedgingMember 2023-07-02 2023-12-30 0000096021 us-gaap:CurrencySwapMember us-gaap:DesignatedAsHedgingInstrumentMember syy:CostOfSalesAndOtherIncomeMember us-gaap:CashFlowHedgingMember 2023-07-02 2023-12-30 0000096021 us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:CashFlowHedgingMember 2023-07-02 2023-12-30 0000096021 us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:NetInvestmentHedgingMember us-gaap:CrossCurrencyInterestRateContractMember 2023-07-02 2023-12-30 0000096021 us-gaap:CurrencySwapMember us-gaap:FairValueHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember 2023-07-02 2023-12-30 0000096021 us-gaap:CurrencySwapMember us-gaap:FairValueHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:OtherOperatingIncomeExpenseMember 2023-07-02 2023-12-30 0000096021 us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:CashFlowHedgingMember us-gaap:EnergyRelatedDerivativeMember 2022-07-03 2022-12-31 0000096021 us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:CashFlowHedgingMember us-gaap:EnergyRelatedDerivativeMember us-gaap:OperatingIncomeLossMember 2022-07-03 2022-12-31 0000096021 us-gaap:CurrencySwapMember us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:CashFlowHedgingMember 2022-07-03 2022-12-31 0000096021 us-gaap:CurrencySwapMember us-gaap:DesignatedAsHedgingInstrumentMember syy:CostOfSalesAndOtherIncomeMember us-gaap:CashFlowHedgingMember 2022-07-03 2022-12-31 0000096021 us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:CashFlowHedgingMember 2022-07-03 2022-12-31 0000096021 us-gaap:ForeignExchangeContractMember us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:NetInvestmentHedgingMember 2022-07-03 2022-12-31 0000096021 us-gaap:LineOfCreditMember us-gaap:RevolvingCreditFacilityMember 2023-07-02 2023-12-30 0000096021 us-gaap:LineOfCreditMember us-gaap:RevolvingCreditFacilityMember 2023-12-30 0000096021 us-gaap:CommercialPaperMember 2023-07-02 2023-12-30 0000096021 us-gaap:CommercialPaperMember 2023-12-30 0000096021 us-gaap:SeniorNotesMember 2023-11-17 0000096021 us-gaap:SeniorNotesMember syy:SeniorNotesDue2029Member 2023-11-06 0000096021 us-gaap:SeniorNotesMember syy:SeniorNotesDue2034Member 2023-11-06 0000096021 us-gaap:SeniorNotesMember syy:SeniorNotesDue2029Member 2023-11-06 2023-11-06 0000096021 us-gaap:SeniorNotesMember syy:SeniorNotesDue2034Member 2023-11-06 2023-11-06 0000096021 syy:BarclaysBankOfIrelandMember us-gaap:CommercialPaperMember 2023-10-17 2023-10-17 0000096021 syy:BarclaysBankOfIrelandMember us-gaap:CommercialPaperMember 2023-12-30 0000096021 us-gaap:PensionPlansDefinedBenefitMember country:US 2022-10-25 2022-10-25 0000096021 us-gaap:PensionPlansDefinedBenefitMember country:US 2022-10-25 syy:participant 0000096021 us-gaap:PensionPlansDefinedBenefitMember country:US 2022-07-03 2022-12-31 0000096021 us-gaap:EmployeeStockOptionMember 2023-10-01 2023-12-30 0000096021 us-gaap:EmployeeStockOptionMember 2022-10-02 2022-12-31 0000096021 us-gaap:EmployeeStockOptionMember 2023-07-02 2023-12-30 0000096021 us-gaap:EmployeeStockOptionMember 2022-07-03 2022-12-31 0000096021 syy:AcceleratedShareRepurchaseMember us-gaap:CommonStockMember 2023-12-15 0000096021 syy:AcceleratedShareRepurchaseMember us-gaap:CommonStockMember 2023-12-15 2023-12-15 0000096021 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetPriorServiceCostCreditMember us-gaap:OtherExpenseMember 2023-10-01 2023-12-30 0000096021 us-gaap:OtherExpenseMember us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMember 2023-10-01 2023-12-30 0000096021 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember us-gaap:OtherExpenseMember 2023-10-01 2023-12-30 0000096021 us-gaap:AccumulatedTranslationAdjustmentMember 2023-10-01 2023-12-30 0000096021 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2023-10-01 2023-12-30 0000096021 syy:AccumulatedGainLossNetFairValueMember us-gaap:OtherExpenseMember 2023-10-01 2023-12-30 0000096021 us-gaap:OperatingExpenseMember us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2023-10-01 2023-12-30 0000096021 syy:AccumulatedNetGainLossFromNetInvestmentHedgesAttributableToParentMember 2023-10-01 2023-12-30 0000096021 syy:AccumulatedNetGainLossFromCashFlowAndNetInvestmentHedgesAttributableToParentMember 2023-10-01 2023-12-30 0000096021 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember us-gaap:InterestExpenseMember 2023-10-01 2023-12-30 0000096021 us-gaap:OtherExpenseMember us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMember 2022-10-02 2022-12-31 0000096021 syy:AccumulatedGainLossNetSettlementMember us-gaap:OtherExpenseMember 2022-10-02 2022-12-31 0000096021 us-gaap:OtherExpenseMember syy:AccumulatedGainLossNetTotalMember 2022-10-02 2022-12-31 0000096021 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetPriorServiceCostCreditMember us-gaap:OtherExpenseMember 2022-10-02 2022-12-31 0000096021 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember us-gaap:OtherExpenseMember 2022-10-02 2022-12-31 0000096021 us-gaap:AccumulatedTranslationAdjustmentMember 2022-10-02 2022-12-31 0000096021 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2022-10-02 2022-12-31 0000096021 us-gaap:OperatingExpenseMember us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2022-10-02 2022-12-31 0000096021 syy:AccumulatedNetGainLossFromNetInvestmentHedgesAttributableToParentMember 2022-10-02 2022-12-31 0000096021 syy:AccumulatedNetGainLossFromCashFlowAndNetInvestmentHedgesAttributableToParentMember 2022-10-02 2022-12-31 0000096021 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember us-gaap:InterestExpenseMember 2022-10-02 2022-12-31 0000096021 us-gaap:OtherExpenseMember us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMember 2023-07-02 2023-12-30 0000096021 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetPriorServiceCostCreditMember us-gaap:OtherExpenseMember 2023-07-02 2023-12-30 0000096021 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember us-gaap:OtherExpenseMember 2023-07-02 2023-12-30 0000096021 us-gaap:AccumulatedTranslationAdjustmentMember 2023-07-02 2023-12-30 0000096021 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2023-07-02 2023-12-30 0000096021 syy:AccumulatedGainLossNetFairValueMember us-gaap:OtherExpenseMember 2023-07-02 2023-12-30 0000096021 us-gaap:OperatingExpenseMember us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2023-07-02 2023-12-30 0000096021 syy:AccumulatedNetGainLossFromNetInvestmentHedgesAttributableToParentMember 2023-07-02 2023-12-30 0000096021 syy:AccumulatedNetGainLossFromCashFlowAndNetInvestmentHedgesAttributableToParentMember 2023-07-02 2023-12-30 0000096021 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember us-gaap:InterestExpenseMember 2023-07-02 2023-12-30 0000096021 us-gaap:OtherExpenseMember us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMember 2022-07-03 2022-12-31 0000096021 syy:AccumulatedGainLossNetSettlementMember us-gaap:OtherExpenseMember 2022-07-03 2022-12-31 0000096021 us-gaap:OtherExpenseMember syy:AccumulatedGainLossNetTotalMember 2022-07-03 2022-12-31 0000096021 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetPriorServiceCostCreditMember us-gaap:OtherExpenseMember 2022-07-03 2022-12-31 0000096021 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember us-gaap:OtherExpenseMember 2022-07-03 2022-12-31 0000096021 us-gaap:AccumulatedTranslationAdjustmentMember 2022-07-03 2022-12-31 0000096021 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2022-07-03 2022-12-31 0000096021 us-gaap:OperatingExpenseMember us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2022-07-03 2022-12-31 0000096021 syy:AccumulatedNetGainLossFromNetInvestmentHedgesAttributableToParentMember 2022-07-03 2022-12-31 0000096021 syy:AccumulatedNetGainLossFromCashFlowAndNetInvestmentHedgesAttributableToParentMember 2022-07-03 2022-12-31 0000096021 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember us-gaap:InterestExpenseMember 2022-07-03 2022-12-31 0000096021 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2023-07-01 0000096021 us-gaap:AccumulatedTranslationAdjustmentMember 2023-07-01 0000096021 syy:AccumulatedNetGainLossFromCashFlowAndNetInvestmentHedgesAttributableToParentMember 2023-07-01 0000096021 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2023-07-01 0000096021 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMember 2023-07-02 2023-12-30 0000096021 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2023-07-02 2023-12-30 0000096021 syy:AOCINetInvestmentHedgeParentMember 2023-07-02 2023-12-30 0000096021 us-gaap:AociDerivativeQualifyingAsHedgeExcludedComponentParentMember 2023-07-02 2023-12-30 0000096021 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetPriorServiceCostCreditMember 2023-07-02 2023-12-30 0000096021 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2023-12-30 0000096021 us-gaap:AccumulatedTranslationAdjustmentMember 2023-12-30 0000096021 syy:AccumulatedNetGainLossFromCashFlowAndNetInvestmentHedgesAttributableToParentMember 2023-12-30 0000096021 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2023-12-30 0000096021 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2022-07-02 0000096021 us-gaap:AccumulatedTranslationAdjustmentMember 2022-07-02 0000096021 syy:AccumulatedNetGainLossFromCashFlowAndNetInvestmentHedgesAttributableToParentMember 2022-07-02 0000096021 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2022-07-02 0000096021 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMember 2022-07-03 2022-12-31 0000096021 syy:AccumulatedGainLossNetPensionAndOtherPostretirementBenefitPlansSettlementMember 2022-07-03 2022-12-31 0000096021 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2022-07-03 2022-12-31 0000096021 syy:AOCINetInvestmentHedgeParentMember 2022-07-03 2022-12-31 0000096021 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetPriorServiceCostCreditMember 2022-07-03 2022-12-31 0000096021 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2022-12-31 0000096021 us-gaap:AccumulatedTranslationAdjustmentMember 2022-12-31 0000096021 syy:AccumulatedNetGainLossFromCashFlowAndNetInvestmentHedgesAttributableToParentMember 2022-12-31 0000096021 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2022-12-31 0000096021 syy:StockIncentivePlansMember 2023-07-02 2023-12-30 0000096021 us-gaap:PerformanceSharesMember 2023-07-02 2023-12-30 0000096021 us-gaap:RestrictedStockUnitsRSUMember 2023-07-02 2023-12-30 0000096021 syy:EmployeesStockPurchasePlanMember 2023-07-02 2023-12-30 0000096021 2023-01-01 2023-04-01 syy:segment 0000096021 syy:U.S.FoodserviceOperationsMember us-gaap:OperatingSegmentsMember 2023-10-01 2023-12-30 0000096021 syy:U.S.FoodserviceOperationsMember us-gaap:OperatingSegmentsMember 2022-10-02 2022-12-31 0000096021 syy:U.S.FoodserviceOperationsMember us-gaap:OperatingSegmentsMember 2023-07-02 2023-12-30 0000096021 syy:U.S.FoodserviceOperationsMember us-gaap:OperatingSegmentsMember 2022-07-03 2022-12-31 0000096021 us-gaap:OperatingSegmentsMember syy:InternationalFoodserviceOperationsMember 2023-10-01 2023-12-30 0000096021 us-gaap:OperatingSegmentsMember syy:InternationalFoodserviceOperationsMember 2022-10-02 2022-12-31 0000096021 us-gaap:OperatingSegmentsMember syy:InternationalFoodserviceOperationsMember 2023-07-02 2023-12-30 0000096021 us-gaap:OperatingSegmentsMember syy:InternationalFoodserviceOperationsMember 2022-07-03 2022-12-31 0000096021 syy:SygmaSegmentMember us-gaap:OperatingSegmentsMember 2023-10-01 2023-12-30 0000096021 syy:SygmaSegmentMember us-gaap:OperatingSegmentsMember 2022-10-02 2022-12-31 0000096021 syy:SygmaSegmentMember us-gaap:OperatingSegmentsMember 2023-07-02 2023-12-30 0000096021 syy:SygmaSegmentMember us-gaap:OperatingSegmentsMember 2022-07-03 2022-12-31 0000096021 us-gaap:AllOtherSegmentsMember us-gaap:OperatingSegmentsMember 2023-10-01 2023-12-30 0000096021 us-gaap:AllOtherSegmentsMember us-gaap:OperatingSegmentsMember 2022-10-02 2022-12-31 0000096021 us-gaap:AllOtherSegmentsMember us-gaap:OperatingSegmentsMember 2023-07-02 2023-12-30 0000096021 us-gaap:AllOtherSegmentsMember us-gaap:OperatingSegmentsMember 2022-07-03 2022-12-31 0000096021 us-gaap:OperatingSegmentsMember 2023-10-01 2023-12-30 0000096021 us-gaap:OperatingSegmentsMember 2022-10-02 2022-12-31 0000096021 us-gaap:OperatingSegmentsMember 2023-07-02 2023-12-30 0000096021 us-gaap:OperatingSegmentsMember 2022-07-03 2022-12-31 0000096021 us-gaap:CorporateNonSegmentMember 2023-10-01 2023-12-30 0000096021 us-gaap:CorporateNonSegmentMember 2022-10-02 2022-12-31 0000096021 us-gaap:CorporateNonSegmentMember 2023-07-02 2023-12-30 0000096021 us-gaap:CorporateNonSegmentMember 2022-07-03 2022-12-31 0000096021 syy:KevinHouricanMember 2023-10-01 2023-12-30 0000096021 syy:KevinHouricanMember 2023-12-30 0000096021 syy:NeilRussellMember 2023-10-01 2023-12-30 0000096021 syy:NeilRussellMember 2023-12-30 0000096021 syy:ChrisJasperMember 2023-10-01 2023-12-30 0000096021 syy:ChrisJasperMember 2023-12-30

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM 10-Q

(Mark One) |
☑ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 30, 2023
OR

☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 1-6544
________________
Sysco Corporation
(Exact name of registrant as specified in its charter)

Delaware | 74-1648137
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number)

1390 Enclave Parkway, Houston, Texas 77077-2099
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
(281) 584-1390
Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbol |  | Name of each exchange on which registered
Common stock, $1.00 Par Value |  | SYY |  | New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer | ☑ | Accelerated Filer | ☐
Non-accelerated Filer | ☐ | Smaller Reporting Company | ☐
(Do not check if a smaller reporting company) |  | Emerging growth company | ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ
497,829,748 shares of common stock were outstanding as of January 12, 2024.

1

TABLE OF CONTENTS

| PART I – FINANCIAL INFORMATION | Page No.
Item 1. | Financial Statements | 1
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 31
Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 57
Item 4. | Controls and Procedures | 58
| PART II – OTHER INFORMATION |
Item 1. | Legal Proceedings | 59
Item 1A. | Risk Factors | 59
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 59
Item 3. | Defaults Upon Senior Securities | 59
Item 4. | Mine Safety Disclosures | 60
Item 5. | Other Information | 60
Item 6. | Exhibits | 60
Signatures |  | 63

PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
Sysco Corporation and its Consolidated Subsidiaries
CONSOLIDATED BALANCE SHEETS
(In thousands, except for share data)

| Dec. 30, 2023 |  | Jul. 1, 2023 |  |
| (unaudited) |  |  |  |
ASSETS
Current assets |  |  |  |  |
Cash and cash equivalents | $ | 962,165 |  |  | $ | 745,201 |  |  |
Accounts receivable, less allowances of $79,179 and $45,599 | 5,291,552 |  |  | 5,091,970 |  |  |
Inventories | 4,722,499 |  |  | 4,480,812 |  |  |
Prepaid expenses and other current assets | 327,569 |  |  | 284,566 |  |  |
Income tax receivable | 5,815 |  |  | 5,815 |  |  |
Total current assets | 11,309,600 |  |  | 10,608,364 |  |  |
Plant and equipment at cost, less accumulated depreciation | 5,157,150 |  |  | 4,915,049 |  |  |
Other long-term assets |  |  |  |  |
Goodwill | 5,255,010 |  |  | 4,645,754 |  |  |
Intangibles, less amortization | 1,174,151 |  |  | 859,530 |  |  |
Deferred income taxes | 444,180 |  |  | 420,450 |  |  |
Operating lease right-of-use assets, net | 824,390 |  |  | 731,766 |  |  |
Other assets | 576,120 |  |  | 640,232 |  |  |
Total other long-term assets | 8,273,851 |  |  | 7,297,732 |  |  |
Total assets | $ | 24,740,601 |  |  | $ | 22,821,145 |  |  |
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities |  |  |  |  |
Accounts payable | $ | 5,737,726 |  |  | $ | 6,025,757 |  |  |
Accrued expenses | 2,266,062 |  |  | 2,251,181 |  |  |
Accrued income taxes | 46,772 |  |  | 101,894 |  |  |
Current operating lease liabilities | 119,397 |  |  | 99,051 |  |  |
Current maturities of long-term debt | 84,513 |  |  | 62,550 |  |  |
Total current liabilities | 8,254,470 |  |  | 8,540,433 |  |  |
Long-term liabilities |  |  |  |  |
Long-term debt | 12,028,122 |  |  | 10,347,997 |  |  |
Deferred income taxes | 303,878 |  |  | 302,904 |  |  |
Long-term operating lease liabilities | 737,354 |  |  | 656,269 |  |  |
Other long-term liabilities | 979,376 |  |  | 931,708 |  |  |
Total long-term liabilities | 14,048,730 |  |  | 12,238,878 |  |  |
Noncontrolling interest | 33,367 |  |  | 33,212 |  |  |
Shareholders’ equity |  |  |  |  |
Preferred stock, par value $1 per share Authorized 1,500,000 shares, issued none | — |  |  | — |  |  |
Common stock, par value $1 per share Authorized 2,000,000,000 shares, issued 765,174,900 shares | 765,175 |  |  | 765,175 |  |  |
Paid-in capital | 1,877,201 |  |  | 1,814,681 |  |  |
Retained earnings | 11,724,251 |  |  | 11,310,664 |  |  |
Accumulated other comprehensive loss | (1,189,753) |  |  | (1,252,590) |  |  |
Treasury stock at cost, 261,472,819 and 260,062,834 shares | (10,772,840) |  |  | (10,629,308) |  |  |
Total shareholders’ equity | 2,404,034 |  |  | 2,008,622 |  |  |
Total liabilities and shareholders’ equity | $ | 24,740,601 |  |  | $ | 22,821,145 |  |  |

Note: The July 1, 2023 balance sheet has been derived from the audited financial statements at that date.
See Notes to Consolidated Financial Statements
1

Sysco Corporation and its Consolidated Subsidiaries
CONSOLIDATED RESULTS OF OPERATIONS (Unaudited)
(In thousands, except for share and per share data)

| 13-Week Period Ended |  | 26-Week Period Ended
| Dec. 30, 2023 |  | Dec. 31, 2022 |  | Dec. 30, 2023 |  | Dec. 31, 2022
Sales | $ | 19,287,942 |  |  | $ | 18,593,953 |  |  | $ | 38,908,396 |  |  | $ | 37,720,783 |
Cost of sales | 15,774,309 |  |  | 15,244,337 |  |  | 31,746,991 |  |  | 30,882,312 |
Gross profit | 3,513,633 |  |  | 3,349,616 |  |  | 7,161,405 |  |  | 6,838,471 |
Operating expenses | 2,813,590 |  |  | 2,708,793 |  |  | 5,657,780 |  |  | 5,460,847 |
Operating income | 700,043 |  |  | 640,823 |  |  | 1,503,625 |  |  | 1,377,624 |
Interest expense | 149,680 |  |  | 132,042 |  |  | 284,014 |  |  | 256,192 |
Other expense (income), net (1) (2) | 5,245 |  |  | 330,305 |  |  | 11,885 |  |  | 348,054 |
Earnings before income taxes | 545,118 |  |  | 178,476 |  |  | 1,207,726 |  |  | 773,378 |
Income taxes | 129,876 |  |  | 37,260 |  |  | 289,092 |  |  | 166,594 |
Net earnings | $ | 415,242 |  |  | $ | 141,216 |  |  | $ | 918,634 |  |  | $ | 606,784 |
Net earnings: |  |  |  |  |  |  |
Basic earnings per share | $ | 0.82 |  |  | $ | 0.28 |  |  | $ | 1.82 |  |  | $ | 1.20 |
Diluted earnings per share | 0.82 |  |  | 0.28 |  |  | 1.81 |  |  | 1.19 |
Average shares outstanding | 504,312,633 |  |  | 507,609,696 |  |  | 504,719,562 |  |  | 507,594,137 |
Diluted shares outstanding | 505,929,342 |  |  | 510,145,794 |  |  | 506,499,390 |  |  | 510,264,473 |

(1) | Gains and losses related to the disposition of fixed assets have been recognized within operating expenses. Prior year amounts have been reclassified to conform to this presentation.
(2) | Sysco’s second quarter of fiscal 2023 included a charge of $315.4 million in other expense related to pension settlement charges. See Note 9, “Company-Sponsored Employee Benefit Plans.”

See Notes to Consolidated Financial Statements
2

Sysco Corporation and its Consolidated Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
(In thousands)

| 13-Week Period Ended |  | 26-Week Period Ended |  |
| Dec. 30, 2023 |  | Dec. 31, 2022 |  | Dec. 30, 2023 |  | Dec. 31, 2022 |  |
Net earnings | $ | 415,242 |  |  | $ | 141,216 |  |  | $ | 918,634 |  |  | $ | 606,784 |  |  |
Other comprehensive income (loss): |  |  |  |  |  |  |  |  |
Foreign currency translation adjustment | 163,084 |  |  | 241,814 |  |  | 54,890 |  |  | 9,632 |  |  |
Items presented net of tax: |  |  |  |  |  |  |  |  |
Amortization of cash flow hedges | 2,170 |  |  | 2,170 |  |  | 4,340 |  |  | 4,325 |  |  |
Change in net investment hedges | (16,741) |  |  | (33,749) |  |  | (16,741) |  |  | (10,240) |  |  |
Change in cash flow hedges | (20,225) |  |  | 203 |  |  | 6,923 |  |  | (26,187) |  |  |
Changes in excluded components of fair value hedge | 158 |  |  | — |  |  | 138 |  |  | — |  |  |
Amortization of prior service cost | 146 |  |  | 74 |  |  | 292 |  |  | 148 |  |  |
Amortization of actuarial loss | 5,011 |  |  | 5,628 |  |  | 9,993 |  |  | 12,519 |  |  |
Pension settlement charge | — |  |  | 236,591 |  |  | — |  |  | 236,591 |  |  |
Net actuarial (loss) gain arising in current year | — |  |  | (67,388) |  |  | 503 |  |  | (67,388) |  |  |
Change in marketable securities | 3,444 |  |  | 1,194 |  |  | 2,499 |  |  | (2,134) |  |  |
Total other comprehensive income | 137,047 |  |  | 386,537 |  |  | 62,837 |  |  | 157,266 |  |  |
Comprehensive income | $ | 552,289 |  |  | $ | 527,753 |  |  | $ | 981,471 |  |  | $ | 764,050 |  |  |

See Notes to Consolidated Financial Statements
3

Sysco Corporation and its Consolidated Subsidiaries
CHANGES IN CONSOLIDATED SHAREHOLDERS’ EQUITY (Unaudited)
(In thousands, except for share data)
Quarter to Date

|  |  |  |  |  |  |  |  | Accumulated Other Comprehensive Loss |  |  |  |  |  |
| Common Stock |  | Paid-in Capital |  | Retained Earnings |  |  | Treasury Stock |  |
| Shares |  | Amount |  |  |  |  | Shares |  | Amounts |  | Totals
Balance as of September 30, 2023 | 765,174,900 |  |  | $ | 765,175 |  |  | $ | 1,838,986 |  |  | $ | 11,560,924 |  |  | $ | (1,326,800) |  |  | 260,971,761 |  |  | $ | (10,712,486) |  |  | $ | 2,125,799 |
Net earnings |  |  |  |  |  |  | 415,242 |  |  |  |  |  |  |  |  | 415,242 |
Foreign currency translation adjustment |  |  |  |  |  |  |  |  | 163,084 |  |  |  |  |  |  | 163,084 |
Amortization of cash flow hedges, net of tax |  |  |  |  |  |  |  |  | 2,170 |  |  |  |  |  |  | 2,170 |
Change in cash flow hedges, net of tax |  |  |  |  |  |  |  |  | (20,225) |  |  |  |  |  |  | (20,225) |
Changes in excluded components of fair value hedge, net of tax |  |  |  |  |  |  |  |  | 158 |  |  |  |  |  |  | 158 |
Change in net investment hedges, net of tax |  |  |  |  |  |  |  |  | (16,741) |  |  |  |  |  |  | (16,741) |
Reclassification of pension and other postretirement benefit plans amounts to net earnings, net of tax |  |  |  |  |  |  |  |  | 5,157 |  |  |  |  |  |  | 5,157 |
Change in marketable securities, net of tax |  |  |  |  |  |  |  |  | 3,444 |  |  |  |  |  |  | 3,444 |
Dividends declared ($0.50 per common share) |  |  |  |  |  |  | (251,915) |  |  |  |  |  |  |  |  | (251,915) |
Treasury stock purchases |  |  |  |  |  |  |  |  |  |  | 1,479,720 |  |  | (99,973) |  |  | (99,973) |
Share-based compensation awards |  |  |  |  | 38,215 |  |  |  |  |  |  | (978,662) |  |  | 39,619 |  |  | 77,834 |
Balance as of December 30, 2023 | 765,174,900 |  |  | $ | 765,175 |  |  | $ | 1,877,201 |  |  | $ | 11,724,251 |  |  | $ | (1,189,753) |  |  | 261,472,819 |  |  | $ | (10,772,840) |  |  | $ | 2,404,034 |
|  |  |  |  |  |  |  |  | Accumulated Other Comprehensive Loss |  |  |  |  |  |
| Common Stock |  | Paid-in Capital |  | Retained Earnings |  |  | Treasury Stock |  |
| Shares |  | Amount |  |  |  |  | Shares |  | Amounts |  | Totals
Balance as of October 1, 2022 | 765,174,900 |  |  | $ | 765,175 |  |  | $ | 1,754,409 |  |  | $ | 10,757,136 |  |  | $ | (1,711,325) |  |  | 258,414,989 |  |  | $ | (10,450,054) |  |  | $ | 1,115,341 |
Net earnings |  |  |  |  |  |  | 141,216 |  |  |  |  |  |  |  |  | 141,216 |
Foreign currency translation adjustment |  |  |  |  |  |  |  |  | 241,814 |  |  |  |  |  |  | 241,814 |
Amortization of cash flow hedges, net of tax |  |  |  |  |  |  |  |  | 2,170 |  |  |  |  |  |  | 2,170 |
Change in cash flow hedges, net of tax |  |  |  |  |  |  |  |  | 203 |  |  |  |  |  |  | 203 |
Change in net investment hedges, net of tax |  |  |  |  |  |  |  |  | (33,749) |  |  |  |  |  |  | (33,749) |
Reclassification of pension and other postretirement benefit plans amounts to net earnings, net of tax |  |  |  |  |  |  |  |  | 5,702 |  |  |  |  |  |  | 5,702 |
Pension settlement charge, net of tax |  |  |  |  |  |  |  |  | 236,591 |  |  |  |  |  |  | 236,591 |
Net actuarial loss arising in current year, net of tax |  |  |  |  |  |  |  |  | (67,388) |  |  |  |  |  |  | (67,388) |
Change in marketable securities, net of tax |  |  |  |  |  |  |  |  | 1,194 |  |  |  |  |  |  | 1,194 |
Dividends declared ($0.49 per common share) |  |  |  |  |  |  | (249,014) |  |  |  |  |  |  |  |  | (249,014) |
Increase in ownership interest in subsidiaries |  |  |  |  | (2,077) |  |  |  |  |  |  |  |  |  |  | (2,077) |
Share-based compensation awards |  |  |  |  | 21,809 |  |  |  |  |  |  | (568,017) |  |  | 22,777 |  |  | 44,586 |
Balance as of December 31, 2022 | 765,174,900 |  |  | $ | 765,175 |  |  | $ | 1,774,141 |  |  | $ | 10,649,338 |  |  | $ | (1,324,788) |  |  | 257,846,972 |  |  | $ | (10,427,277) |  |  | $ | 1,436,589 |

See Notes to Consolidated Financial Statements
4

Year to Date

|  |  |  |  |  |  |  |  | Accumulated Other Comprehensive Loss |  |  |  |  |  |
| Common Stock |  | Paid-in Capital |  | Retained Earnings |  |  | Treasury Stock |  |
| Shares |  | Amount |  |  |  |  | Shares |  | Amounts |  | Totals
Balance as of July 1, 2023 | 765,174,900 |  |  | $ | 765,175 |  |  | $ | 1,814,681 |  |  | $ | 11,310,664 |  |  | $ | (1,252,590) |  |  | 260,062,834 |  |  | $ | (10,629,308) |  |  | $ | 2,008,622 |
Net earnings |  |  |  |  |  |  | 918,634 |  |  |  |  |  |  |  |  | 918,634 |
Foreign currency translation adjustment |  |  |  |  |  |  |  |  | 54,890 |  |  |  |  |  |  | 54,890 |
Amortization of cash flow hedges, net of tax |  |  |  |  |  |  |  |  | 4,340 |  |  |  |  |  |  | 4,340 |
Change in cash flow hedges, net of tax |  |  |  |  |  |  |  |  | 6,923 |  |  |  |  |  |  | 6,923 |
Change in net investment hedges, net of tax |  |  |  |  |  |  |  |  | (16,741) |  |  |  |  |  |  | (16,741) |
Reclassification of pension and other postretirement benefit plans amounts to net earnings, net of tax |  |  |  |  |  |  |  |  | 10,285 |  |  |  |  |  |  | 10,285 |
Net actuarial gain arising in current year, net of tax |  |  |  |  |  |  |  |  | 503 |  |  |  |  |  |  | 503 |
Change in marketable securities, net of tax |  |  |  |  |  |  |  |  | 2,499 |  |  |  |  |  |  | 2,499 |
Changes in excluded components of fair value hedge, net of tax |  |  |  |  |  |  |  |  | 138 |  |  |  |  |  |  | 138 |
Dividends declared ($1.00 per common share) |  |  |  |  |  |  | (505,047) |  |  |  |  |  |  |  |  | (505,047) |
Treasury stock purchases |  |  |  |  |  |  |  |  |  |  | 2,862,667 |  |  | (199,947) |  |  | (199,947) |
Share-based compensation awards |  |  |  |  | 62,520 |  |  |  |  |  |  | (1,452,682) |  |  | 56,415 |  |  | 118,935 |
Balance as of December 30, 2023 | 765,174,900 |  |  | $ | 765,175 |  |  | $ | 1,877,201 |  |  | $ | 11,724,251 |  |  | $ | (1,189,753) |  |  | 261,472,819 |  |  | $ | (10,772,840) |  |  | $ | 2,404,034 |
|  |  |  |  |  |  |  |  | Accumulated Other Comprehensive Loss |  |  |  |  |  |
| Common Stock |  | Paid-in Capital |  | Retained Earnings |  |  | Treasury Stock |  |
| Shares |  | Amount |  |  |  |  | Shares |  | Amounts |  | Totals
Balance as of July 2, 2022 | 765,174,900 |  |  | $ | 765,175 |  |  | $ | 1,766,305 |  |  | $ | 10,539,722 |  |  | $ | (1,482,054) |  |  | 256,531,543 |  |  | $ | (10,206,888) |  |  | $ | 1,382,260 |
Net earnings |  |  |  |  |  |  | 606,784 |  |  |  |  |  |  |  |  | 606,784 |
Foreign currency translation adjustment |  |  |  |  |  |  |  |  | 9,632 |  |  |  |  |  |  | 9,632 |
Amortization of cash flow hedges, net of tax |  |  |  |  |  |  |  |  | 4,325 |  |  |  |  |  |  | 4,325 |
Change in cash flow hedges, net of tax |  |  |  |  |  |  |  |  | (26,187) |  |  |  |  |  |  | (26,187) |
Change in net investment hedges, net of tax |  |  |  |  |  |  |  |  | (10,240) |  |  |  |  |  |  | (10,240) |
Reclassification of pension and other postretirement benefit plans amounts to net earnings, net of tax |  |  |  |  |  |  |  |  | 12,667 |  |  |  |  |  |  | 12,667 |
Pension settlement charge, net of tax |  |  |  |  |  |  |  |  | 236,591 |  |  |  |  |  |  | 236,591 |
Net actuarial loss arising in current year, net of tax |  |  |  |  |  |  |  |  | (67,388) |  |  |  |  |  |  | (67,388) |
Change in marketable securities, net of tax |  |  |  |  |  |  |  |  | (2,134) |  |  |  |  |  |  | (2,134) |
Dividends declared ($0.98 per common share) |  |  |  |  |  |  | (497,168) |  |  |  |  |  |  |  |  | (497,168) |
Treasury stock purchases |  |  |  |  |  |  |  |  |  |  | 3,099,268 |  |  | (267,727) |  |  | (267,727) |
Increase in ownership interest in subsidiaries |  |  |  |  | (2,077) |  |  |  |  |  |  |  |  |  |  | (2,077) |
Share-based compensation awards |  |  |  |  | 9,913 |  |  |  |  |  |  | (1,783,839) |  |  | 47,338 |  |  | 57,251 |
Balance as of December 31, 2022 | 765,174,900 |  |  | $ | 765,175 |  |  | $ | 1,774,141 |  |  | $ | 10,649,338 |  |  | $ | (1,324,788) |  |  | 257,846,972 |  |  | $ | (10,427,277) |  |  | $ | 1,436,589 |

See Notes to Consolidated Financial Statements
5

Sysco Corporation and its Consolidated Subsidiaries
CONSOLIDATED CASH FLOWS (Unaudited)
(In thousands)

| 26-Week Period Ended
| Dec. 30, 2023 |  | Dec. 31, 2022
Cash flows from operating activities: |  |  |
Net earnings | $ | 918,634 |  |  | $ | 606,784 |
Adjustments to reconcile net earnings to cash provided by operating activities: |  |  |
Pension settlement charge | — |  |  | 315,354 |
Share-based compensation expense | 52,821 |  |  | 52,679 |
Depreciation and amortization | 425,465 |  |  | 378,949 |
Operating lease asset amortization | 59,127 |  |  | 55,884 |
Amortization of debt issuance and other debt-related costs | 9,117 |  |  | 10,315 |
Deferred income taxes | (28,689) |  |  | (123,187) |
Provision for losses on receivables | 29,784 |  |  | 9,732 |
Other non-cash items | (3,782) |  |  | 11,525 |
Additional changes in certain assets and liabilities, net of effect of businesses acquired: |  |  |
Increase in receivables | (25,431) |  |  | (87,190) |
Increase in inventories | (98,047) |  |  | (222,650) |
Decrease (increase) in prepaid expenses and other current assets | 3,362 |  |  | (8,915) |
Decrease in accounts payable | (404,411) |  |  | (390,124) |
Increase (decrease) in accrued expenses | 17,033 |  |  | (62,779) |
Decrease in operating lease liabilities | (64,112) |  |  | (57,234) |
(Decrease) increase in accrued income taxes | (55,123) |  |  | 3,108 |
Decrease in other assets | 21,942 |  |  | 22,156 |
Decrease in other long-term liabilities | (1,793) |  |  | (10,941) |
Net cash provided by operating activities | 855,897 |  |  | 503,466 |
Cash flows from investing activities: |  |  |
Additions to plant and equipment | (346,797) |  |  | (309,664) |
Proceeds from sales of plant and equipment | 18,347 |  |  | 25,493 |
Acquisition of businesses, net of cash acquired | (1,174,608) |  |  | (37,699) |
Purchase of marketable securities | (1,878) |  |  | (14,019) |
Proceeds from sales of marketable securities | — |  |  | 11,641 |
Other investing activities | — |  |  | 4,840 |
Net cash used for investing activities | (1,504,936) |  |  | (319,408) |
Cash flows from financing activities: |  |  |
Bank and commercial paper borrowings, net | 500,000 |  |  | 155,000 |
Other debt borrowings including senior notes | 1,132,475 |  |  | 140,024 |
Other debt repayments including senior notes | (187,720) |  |  | (57,270) |
Debt issuance costs | (13,035) |  |  | — |
Proceeds from stock option exercises | 57,347 |  |  | 47,339 |
Stock repurchases | (199,947) |  |  | (267,727) |
Dividends paid | (505,588) |  |  | (498,323) |
Other financing activities | (5,775) |  |  | (46,517) |
Net cash provided by (used for) financing activities | 777,757 |  |  | (527,474) |
Effect of exchange rates on cash, cash equivalents and restricted cash | 905 |  |  | (2,314) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 129,623 |  |  | (345,730) |
Cash, cash equivalents and restricted cash at beginning of period | 966,033 |  |  | 931,376 |
Cash, cash equivalents and restricted cash at end of period | $ | 1,095,656 |  |  | $ | 585,646 |
Supplemental disclosures of cash flow information: |  |  |
Cash paid during the period for: |  |  |
Interest | $ | 266,002 |  |  | $ | 244,530 |
Income taxes, net of refunds | 371,855 |  |  | 289,413 |

See Notes to Consolidated Financial Statements
6

Sysco Corporation and its Consolidated Subsidiaries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Unless this Form 10-Q indicates otherwise or the context otherwise requires, the terms “we,” “our,” “us,” “Sysco,” or the “company” as used in this Form 10-Q refer to Sysco Corporation together with its consolidated subsidiaries and divisions.
1. BASIS OF PRESENTATION
The consolidated financial statements have been prepared by the company, without an audit. The financial statements include consolidated balance sheets, consolidated results of operations, consolidated statements of comprehensive income, changes in consolidated shareholders’ equity and consolidated cash flows. In the opinion of management, all adjustments, which consist of normal recurring adjustments, except as otherwise disclosed, necessary to present fairly the financial position, results of operations, comprehensive income, cash flows and changes in shareholders’ equity for all periods presented have been made.
These financial statements should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended July 1, 2023. Certain footnote disclosures included in annual financial statements prepared in accordance with generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to applicable rules and regulations for interim financial statements.
Supplemental Cash Flow Information
The following table sets forth our reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the amounts shown in the consolidated statement of cash flows:

| Dec. 30, 2023 |  | Dec. 31, 2022
| (In thousands)
Cash and cash equivalents | $ | 962,165 |  |  | $ | 500,340 |
Restricted cash (1) | 133,491 |  |  | 85,306 |
Total cash, cash equivalents and restricted cash shown in the consolidated statement of cash flows | $ | 1,095,656 |  |  | $ | 585,646 |

(1) | Restricted cash primarily represents cash and cash equivalents of Sysco’s wholly owned captive insurance subsidiary, restricted for use to secure the insurer’s obligations for workers’ compensation, general liability and auto liability programs. Restricted cash is located within other assets in each consolidated balance sheet.

The following table sets forth our non-cash investing and financing activities:

| Dec. 30, 2023 |  | Dec. 31, 2022
| (In thousands)
Non-cash investing and financing activities: |  |  |
Plant and equipment acquired through financing programs | $ | 158,454 |  |  | $ | 52,360 |
Assets obtained in exchange for finance lease obligations | 52,367 |  |  | 81,799 |

7

2. NEW ACCOUNTING STANDARDS
Recently Adopted Accounting Guidance
Liabilities – Supplier Financing Programs
In September 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2022-04, Liabilities—Supplier Finance Programs, Subtopic 405-50, that requires entities to disclose in the annual financial statements the key terms of the supplier finance program they use in connection with the purchase of goods and services, along with information about their obligations under such programs, including a roll forward of those obligations. Additionally, the guidance requires disclosure of the outstanding amount of the obligations as of the end of each interim period. The guidance does not affect the recognition, measurement, or financial statement presentation of supplier finance program obligations.
The guidance is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2022, which is the first quarter of fiscal 2024 for Sysco, except for the roll forward requirement, which is effective annually for fiscal years beginning after December 15, 2023, which is fiscal year 2025 for Sysco. Early adoption is permitted. The guidance requires retrospective application to all periods in which a balance sheet is presented, except for the roll forward requirement, which will be applied prospectively.
Sysco completed its assessment of the disclosures required under ASU 2022-04 and adopted the standard, with the exception of the roll forward requirement, in the first quarter of fiscal 2024 on a retrospective basis. The company has agreements with third parties to provide supplier finance programs which facilitate participating suppliers’ ability to finance payment obligations from the company with designated third-party financial institutions. Participating suppliers may, at their sole discretion, make offers to finance one or more payment obligations of the company prior to their scheduled due dates at a discounted price to participating financial institutions. Obligations of the company that have been confirmed as valid require payment by Sysco upon the due date of the obligation.
The company’s outstanding payment obligations that suppliers financed to participating financial institutions, which are included in accounts payable on the consolidated balance sheets, are as follows:

| Dec. 30, 2023 |  | Jul. 1, 2023 |  | Dec. 31, 2022 |  | Jul. 2, 2022
| (In thousands)
Financed payment obligations | $ | 83,528 |  |  | $ | 99,606 |  |  | $ | 81,018 |  |  | $ | 90,267 |

Recent Accounting Guidance Not Yet Adopted
Segment Reporting
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures to improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses. ASU 2023-07 expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items and interim disclosures of a reportable segment’s profit or loss and assets. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, which is fiscal 2025 for Sysco, and interim periods for our fiscal years beginning after December 15, 2024, which is the first quarter of fiscal 2026 for Sysco, and should be applied on a retrospective basis to all periods presented. Early adoption is permitted. We are currently evaluating the effect of adopting ASU 2023-07 on our disclosures.
Income Taxes
In December 2023, the FASB issued 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures to enhance income tax information primarily through changes in the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, which is fiscal 2026 for Sysco, on a prospective basis. Early adoption is permitted. We are currently evaluating the effect of adopting ASU 2023-09 on our disclosures.
8

3. REVENUE
We recognize revenues when our performance obligations are satisfied in an amount that reflects the consideration Sysco expects to be entitled to receive in exchange for those goods and services. Customer receivables, which are included in accounts receivable, less allowances in the consolidated balance sheet, were $5.0 billion and $4.7 billion as of December 30, 2023 and July 1, 2023, respectively.
Sysco has certain customer contracts in which upfront monies are paid to its customers. These payments have become industry practice and are not related to financing of the customer’s business. They are not associated with any distinct good or service to be received from the customer and, therefore, are treated as a reduction of transaction prices. All upfront payments are capitalized in other assets and amortized over the life of the contract or the expected life of the relationship with the customer on a straight-line basis. As of December 30, 2023, our contract assets were not significant. We have no significant commissions paid that are directly attributable to obtaining a particular contract.
The following tables present our sales disaggregated by reportable segment and sales mix for the company’s principal product categories for the periods presented:

|  | 13-Week Period Ended Dec. 30, 2023
|  | US Foodservice Operations |  | International Foodservice Operations |  | SYGMA |  | Other |  | Total
|  | (In thousands)
Principal Product Categories |  |  |  |  |  |  |  |  |  |
Canned and dry products |  | $ | 2,601,298 |  |  | $ | 801,170 |  |  | $ | 228,632 |  |  | $ | — |  |  | $ | 3,631,100 |
Fresh and frozen meats |  | 2,574,453 |  |  | 503,387 |  |  | 504,102 |  |  | — |  |  | 3,581,942 |
Frozen fruits, vegetables, bakery and other |  | 1,996,667 |  |  | 682,027 |  |  | 315,778 |  |  | — |  |  | 2,994,472 |
Dairy products |  | 1,448,604 |  |  | 388,401 |  |  | 141,137 |  |  | — |  |  | 1,978,142 |
Poultry |  | 1,340,095 |  |  | 285,312 |  |  | 261,300 |  |  | — |  |  | 1,886,707 |
Fresh produce |  | 1,308,581 |  |  | 265,417 |  |  | 65,891 |  |  | — |  |  | 1,639,889 |
Paper and disposables |  | 971,489 |  |  | 129,881 |  |  | 188,075 |  |  | 14,099 |  |  | 1,303,544 |
Seafood |  | 507,958 |  |  | 110,121 |  |  | 44,056 |  |  | — |  |  | 662,135 |
Beverage products |  | 335,748 |  |  | 164,368 |  |  | 139,137 |  |  | 21,330 |  |  | 660,583 |
Other (1) |  | 409,550 |  |  | 266,374 |  |  | 25,607 |  |  | 247,897 |  |  | 949,428 |
Total Sales |  | $ | 13,494,443 |  |  | $ | 3,596,458 |  |  | $ | 1,913,715 |  |  | $ | 283,326 |  |  | $ | 19,287,942 |

(1) | Other sales relate to non-food products, including textiles and amenities for our hotel supply business, equipment, and other janitorial products, medical supplies and smallwares.

9

|  | 13-Week Period Ended Dec. 31, 2022
|  | US Foodservice Operations |  | International Foodservice Operations |  | SYGMA |  | Other |  | Total
|  | (In thousands)
Principal Product Categories |  |  |  |  |  |  |  |  |  |
Canned and dry products |  | $ | 2,502,665 |  |  | $ | 700,622 |  |  | $ | 236,726 |  |  | $ | — |  |  | $ | 3,440,013 |
Fresh and frozen meats |  | 2,390,929 |  |  | 445,018 |  |  | 452,370 |  |  | — |  |  | 3,288,317 |
Frozen fruits, vegetables, bakery and other |  | 1,851,344 |  |  | 596,100 |  |  | 338,379 |  |  | — |  |  | 2,785,823 |
Dairy products |  | 1,498,039 |  |  | 358,639 |  |  | 160,753 |  |  | — |  |  | 2,017,431 |
Poultry |  | 1,329,071 |  |  | 285,343 |  |  | 265,269 |  |  | — |  |  | 1,879,683 |
Fresh produce |  | 1,385,083 |  |  | 257,641 |  |  | 66,099 |  |  | — |  |  | 1,708,823 |
Paper and disposables |  | 976,231 |  |  | 134,507 |  |  | 210,691 |  |  | 13,484 |  |  | 1,334,913 |
Seafood |  | 547,760 |  |  | 109,290 |  |  | 37,810 |  |  | — |  |  | 694,860 |
Beverage products |  | 303,789 |  |  | 133,515 |  |  | 136,668 |  |  | 21,318 |  |  | 595,290 |
Other (1) |  | 292,143 |  |  | 261,736 |  |  | 28,771 |  |  | 266,150 |  |  | 848,800 |
Total Sales |  | $ | 13,077,054 |  |  | $ | 3,282,411 |  |  | $ | 1,933,536 |  |  | $ | 300,952 |  |  | $ | 18,593,953 |

(1) | Other sales relate to non-food products, including textiles and amenities for our hotel supply business, equipment, and other janitorial products, medical supplies and smallwares.

|  | 26-Week Period Ended Dec. 30, 2023
|  | US Foodservice Operations |  | International Foodservice Operations |  | SYGMA |  | Other |  | Total
|  | (In thousands)
Principal Product Categories |  |  |  |  |  |  |  |  |  |
Canned and dry products |  | $ | 5,285,985 |  |  | $ | 1,632,713 |  |  | $ | 461,617 |  |  | $ | — |  |  | $ | 7,380,315 |
Fresh and frozen meats |  | 5,143,634 |  |  | 1,023,128 |  |  | 984,691 |  |  | — |  |  | 7,151,453 |
Frozen fruits, vegetables, bakery and other |  | 4,024,601 |  |  | 1,355,575 |  |  | 621,077 |  |  | — |  |  | 6,001,253 |
Dairy products |  | 2,902,553 |  |  | 802,572 |  |  | 282,568 |  |  | — |  |  | 3,987,693 |
Poultry |  | 2,701,790 |  |  | 576,635 |  |  | 535,008 |  |  | — |  |  | 3,813,433 |
Fresh produce |  | 2,669,938 |  |  | 540,135 |  |  | 136,209 |  |  | — |  |  | 3,346,282 |
Paper and disposables |  | 1,965,326 |  |  | 304,206 |  |  | 374,618 |  |  | 30,380 |  |  | 2,674,530 |
Seafood |  | 1,085,593 |  |  | 235,145 |  |  | 87,572 |  |  | — |  |  | 1,408,310 |
Beverage products |  | 698,413 |  |  | 334,921 |  |  | 285,359 |  |  | 45,196 |  |  | 1,363,889 |
Other (1) |  | 740,409 |  |  | 474,638 |  |  | 51,010 |  |  | 515,181 |  |  | 1,781,238 |
Total Sales |  | $ | 27,218,242 |  |  | $ | 7,279,668 |  |  | $ | 3,819,729 |  |  | $ | 590,757 |  |  | $ | 38,908,396 |

(1) | Other sales relate to non-food products, including textiles and amenities for our hotel supply business, equipment, and other janitorial products, medical supplies and smallwares.

10

|  | 26-Week Period Ended Dec. 31, 2022
|  | US Foodservice Operations |  | International Foodservice Operations |  | SYGMA |  | Other |  | Total
|  | (In thousands)
Principal Product Categories |  |  |  |  |  |  |  |  |  |
Canned and dry products |  | $ | 5,079,917 |  |  | $ | 1,391,996 |  |  | $ | 472,894 |  |  | $ | 1,931 |  |  | $ | 6,946,738 |
Fresh and frozen meats |  | 4,856,379 |  |  | 898,382 |  |  | 915,810 |  |  | — |  |  | 6,670,571 |
Frozen fruits, vegetables, bakery and other |  | 3,694,811 |  |  | 1,176,132 |  |  | 647,576 |  |  | 149 |  |  | 5,518,668 |
Dairy products |  | 3,023,521 |  |  | 725,486 |  |  | 325,401 |  |  | — |  |  | 4,074,408 |
Poultry |  | 2,903,321 |  |  | 578,193 |  |  | 542,733 |  |  | — |  |  | 4,024,247 |
Fresh produce |  | 2,723,003 |  |  | 512,378 |  |  | 131,343 |  |  | — |  |  | 3,366,724 |
Paper and disposables |  | 1,999,135 |  |  | 278,574 |  |  | 420,049 |  |  | 28,541 |  |  | 2,726,299 |
Seafood |  | 1,186,165 |  |  | 230,491 |  |  | 77,934 |  |  | — |  |  | 1,494,590 |
Beverage products |  | 619,407 |  |  | 269,991 |  |  | 274,835 |  |  | 45,974 |  |  | 1,210,207 |
Other (1) |  | 593,877 |  |  | 504,523 |  |  | 58,418 |  |  | 531,513 |  |  | 1,688,331 |
Total Sales |  | $ | 26,679,536 |  |  | $ | 6,566,146 |  |  | $ | 3,866,993 |  |  | $ | 608,108 |  |  | $ | 37,720,783 |

(1) | Other sales relate to non-food products, including textiles and amenities for our hotel supply business, equipment, and other janitorial products, medical supplies and smallwares.

11

4. ACQUISITIONS
During the first 26 weeks of fiscal 2024, we paid cash of $1.2 billion for several acquisitions.
Edward Don & Company
On November 27, 2023, Sysco consummated its acquisition of Edward Don & Company (Edward Don or the acquiree) through a merger between Edward Don and a wholly owned subsidiary of Sysco Corporation, in which Sysco acquired 100% of the members’ equity of the acquiree for cash consideration of $969.4 million. Edward Don is a leading distributor of foodservice equipment, supplies and disposables and has a robust supply chain that is expected to enable cost effective distribution of restaurant equipment and supplies across the Sysco network. The acquisition allows Sysco to add strategic capabilities and diversified offerings to complement its existing business and create a specialty equipment and supplies platform that will provide better selection and service to customers.
The assets, liabilities and operating results of Edward Don are reflected in our consolidated financial statements in accordance with ASC Topic No. 805, Business Combinations, commencing from the acquisition date. The purchase price was allocated based on the company’s preliminary estimated fair value of the assets acquired and liabilities assumed, and the excess was assigned to goodwill and intangibles. Goodwill of $447.6 million is assigned to the U.S. Foodservice Operations reportable segment and represents synergies and disposable, supply and foodservice equipment capabilities and offerings expected to benefit Sysco’s existing business.
In certain circumstances, purchase price allocations may be based upon preliminary estimates and assumptions. Accordingly, allocations are subject to revision until Sysco receives final information and completes its analysis during the measurement period. This includes finalizing the valuation of acquired tangible and intangible assets and related tax attributes.
5. FAIR VALUE MEASUREMENTS
Sysco’s policy is to invest in only high-quality investments. The fair values of our cash deposits and money market funds included in cash equivalents are valued using inputs that are considered a Level 1 measurement. Other cash equivalents, such as time deposits and highly liquid instruments with original maturities of three months or less, are valued using inputs that are considered a Level 2 measurement. The fair value of our marketable securities is measured using inputs that are considered a Level 2 measurement, as they rely on quoted prices in markets that are not actively traded or observable inputs over the full term of the asset. The location and the fair value of the company’s marketable securities in the consolidated balance sheet are disclosed in Note 6, “Marketable Securities.” The fair value of our derivative instruments is measured using inputs that are considered a Level 2 measurement, as they are not actively traded and are valued using pricing models that use observable market quotations. The location and the fair values of derivative assets and liabilities designated as hedges in the consolidated balance sheet are disclosed in Note 7, “Derivative Financial Instruments.”
12

The following tables present the company’s assets measured at fair value on a recurring basis as of December 30, 2023 and July 1, 2023:

| Assets Measured at Fair Value as of Dec. 30, 2023
| Level 1 |  | Level 2 |  | Level 3 |  | Total
| (In thousands)
Assets: |  |  |  |  |  |  |
Cash equivalents |  |  |  |  |  |  |
Cash and cash equivalents | $ | 573,597 |  |  | $ | 3 |  |  | $ | — |  |  | $ | 573,600 |
Other assets (1) | 133,491 |  |  | — |  |  | — |  |  | 133,491 |
Total assets at fair value | $ | 707,088 |  |  | $ | 3 |  |  | $ | — |  |  | $ | 707,091 |

(1) | Represents restricted cash balance recorded within other assets in the consolidated balance sheet.

| Assets Measured at Fair Value as of Jul. 1, 2023
| Level 1 |  | Level 2 |  | Level 3 |  | Total
| (In thousands)
Assets: |  |  |  |  |  |  |
Cash equivalents |  |  |  |  |  |  |
Cash and cash equivalents | $ | 308,952 |  |  | $ | 10,021 |  |  | $ | — |  |  | $ | 318,973 |
Other assets (1) | 220,831 |  |  | — |  |  | — |  |  | 220,831 |
Total assets at fair value | $ | 529,783 |  |  | $ | 10,021 |  |  | $ | — |  |  | $ | 539,804 |

(1) | Represents restricted cash balance recorded within other assets in the consolidated balance sheet.

The carrying values of accounts receivable and accounts payable approximated their respective fair values due to their short-term maturities. The fair value of our total debt is estimated based on the quoted market prices for the same or similar issues or on the current rates offered to the company for new debt with the same maturities as existing debt, and is considered a Level 2 measurement. The fair value of total debt was approximately $11.9 billion as of December 30, 2023 and $9.8 billion as of July 1, 2023, while the carrying value was $12.1 billion as of December 30, 2023 and $10.4 billion as of July 1, 2023.
13

6. MARKETABLE SECURITIES
Sysco invests a portion of the assets held by its wholly owned captive insurance subsidiary in a restricted investment portfolio of marketable fixed income securities, which have been classified and accounted for as available-for-sale. We include fixed income securities maturing in less than 12 months within prepaid expenses and other current assets. Fixed income securities maturing in more than 12 months are included within other assets in the accompanying consolidated balance sheets. We record the amounts at fair market value, which is determined using quoted market prices at the end of the reporting period.
Unrealized gains and any portion of a security’s unrealized loss attributable to non-credit losses are recorded in accumulated other comprehensive loss. There were no significant credit losses recognized i n the first 26 weeks of fiscal 2024.
The following table presents our available-for-sale marketable securities as of December 30, 2023 and July 1, 2023:

| Dec. 30, 2023
| Amortized Cost Basis |  | Gross Unrealized Gains |  | Gross Unrealized Losses |  | Fair Value |  | Short-Term Marketable Securities |  | Long-Term Marketable Securities
| (In thousands)
Fixed income securities: |  |  |  |  |  |  |  |  |  |  |
Corporate bonds | $ | 100,865 |  |  | $ | 523 |  |  | $ | (4,585) |  |  | $ | 96,803 |  |  | $ | 23,032 |  |  | $ | 73,771 |
Government bonds | 29,628 |  |  | — |  |  | (1,368) |  |  | 28,260 |  |  | — |  |  | 28,260 |
Total marketable securities | $ | 130,493 |  |  | $ | 523 |  |  | $ | (5,953) |  |  | $ | 125,063 |  |  | $ | 23,032 |  |  | $ | 102,031 |
| Jul. 1, 2023
| Amortized Cost Basis |  | Gross Unrealized Gains |  | Gross Unrealized Losses |  | Fair Value |  | Short-Term Marketable Securities |  | Long-Term Marketable Securities
| (In thousands)
Fixed income securities: |  |  |  |  |  |  |  |  |  |  |
Corporate bonds | $ | 99,501 |  |  | $ | 96 |  |  | $ | (6,777) |  |  | $ | 92,820 |  |  | $ | 12,767 |  |  | $ | 80,053 |
Government bonds | 29,777 |  |  | — |  |  | (1,913) |  |  | 27,864 |  |  | — |  |  | 27,864 |
Total marketable securities | $ | 129,278 |  |  | $ | 96 |  |  | $ | (8,690) |  |  | $ | 120,684 |  |  | $ | 12,767 |  |  | $ | 107,917 |

As of December 30, 2023, the balance of available-for-sale securities by contractual maturity is shown in the following table. Within the table, maturities of fixed income securities have been allocated based upon timing of estimated cash flows. Actual maturities may differ from contractual maturities because the issuers of the securities may have the right to prepay obligations without prepayment penalties.

| Dec. 30, 2023
| (In thousands)
Due in one year or less | $ | 23,032 |
Due after one year through five years | 62,334 |
Due after five years | 39,697 |
Total | $ | 125,063 |

There wer e no significant realized gains or losses in marketable securities in the first 26 weeks of fiscal 2024.
7. DERIVATIVE FINANCIAL INSTRUMENTS
Sysco uses derivative financial instruments to enact hedging strategies for risk mitigation purposes; however, the company does not use derivative financial instruments for trading or speculative purposes. Hedging strategies are used to manage interest rate risk, foreign currency risk and fuel price risk.
14

Hedging of interest rate risk
Sysco manages its debt portfolio with interest rate swaps from time to time to achieve an overall desired position of fixed and floating rates. In the second quarter of fiscal 2024, we entered into forward swap agreements to trade the fixed interest rate on $500 million of 6.00% senior notes with variable rates, starting in November 2024. The interest rate swap agreements are designated as fair value hedges and valued based on an income approach using observable market inputs including Secured Overnight Financing Rate (SOFR) yield curves. The company has incorporated credit valuation adjustments to appropriately reflect the risk of default in the fair value measurements. Changes in the fair value of the hedge and the carrying value of the hedged item attributable to changes in the benchmark interest rates being hedged are recognized in interest expense.
Hedging of foreign currency risk
Sysco’s operations in Europe have inventory purchases denominated in currencies other than their functional currency, such as the euro, U.S. dollar, British pound sterling, Polish zloty and Danish krone. These inventory purchases give rise to foreign currency exposure between the functional currency of each entity and these currencies. The company enters into foreign currency forward swap contracts to sell the applicable entity’s functional currency and buy currencies matching the inventory purchase, which operate as cash flow hedges of the company’s foreign currency-denominated inventory purchases.
Sysco has cross-currency swaps designated as fair value hedges for the purpose of hedging foreign currency risk associated with changes in spot rates on foreign denominated intercompany loans. Sysco has elected to exclude the changes in fair value of the forward points from the assessments of hedge effectiveness. Gains or losses from fair value hedges impact the same category on the consolidated statements of income as the item being hedged, including the earnings impact of the excluded components. Unrealized gains or losses on components excluded from hedge effectiveness are recorded as a component of accumulated other comprehensive income (loss) and recognized into earnings over the life of the hedged instrument. Except for the excluded components, changes in the fair value of the hedge are offset against changes in the fair value of the hedged assets or liabilities through earnings.
In the second quarter of fiscal 2024, Sysco entered into a cross-currency swap to hedge the foreign currency exposure of our net investment in certain foreign operations. This cross-currency swap is designated as a net investment hedge with gains and losses recognized within accumulated other comprehensive income (loss).
Cross-currency swaps are valued based on an income approach using observable market inputs including foreign currency rates and interest rates in both countries subject to the swap.
Hedging of fuel price risk
Sysco uses fuel commodity swap contracts to hedge against the risk of the change in the price of diesel fuel on anticipated future purchases. These swaps have been designated as cash flow hedges.
15

None of our hedging instruments contain credit-risk-related contingent features. Details of outstanding hedging instruments as of December 30, 2023 are presented below:

Maturity Date of the Hedging Instrument |  | Currency / Unit of Measure |  | Notional Value
|  |  |  | (In millions)
Hedging of interest rate risk |  |  |  |
January 2034 |  | U.S. Dollar |  | 500
Hedging of foreign currency risk |  |  |  |
Various (January 2024) |  | Swedish Krona |  | 101
Various (January 2024 to April 2024) |  | British Pound Sterling |  | 17
May 2024 |  | Mexican Peso |  | 439
April 2025 |  | Canadian Dollar |  | 180
January 2029 |  | Euro |  | 470
Hedging of fuel risk |  |  |  |
Various (January 2024 to March 2026) |  | Gallons |  | 57

The location and the fair value of derivative instruments designated as hedges in the consolidated balance sheet as of December 30, 2023 and July 1, 2023 are as follows:

|  |  | Derivative Fair Value
| Balance Sheet location |  | Dec. 30, 2023 |  | Jul. 1, 2023
|  |  | (In thousands)
Fair Value Hedges: |  |  |  |  |
Cross currency swaps | Other assets |  | $ | 1,198 |  |  | $ | — |
Interest rate swaps | Other assets |  | 24,557 |  |  | — |
Cross currency swaps | Other current liabilities |  | 1,497 |  |  | 1,262 |
Cash Flow Hedges: |  |  |  |  |
Fuel swaps | Other current assets |  | $ | 168 |  |  | $ | 102 |
Foreign currency forwards | Other current assets |  | 74 |  |  | 624 |
Fuel swaps | Other assets |  | 136 |  |  | 40 |
Fuel swaps | Other current liabilities |  | 10,372 |  |  | 17,932 |
Foreign currency forwards | Other current liabilities |  | 642 |  |  | 404 |
Fuel swaps | Other long-term liabilities |  | 2,794 |  |  | 5,637 |
Net Investment Hedges: |  |  |  |  |
Cross currency swaps | Other current assets |  | $ | 3,377 |  |  | $ | — |
Cross currency swaps | Other long-term liabilities |  | 25,738 |  |  | — |

Gains or losses recognized in the consolidated results of operations for cash flow hedging relationships are not significant for each of the periods presented. The location and amount of gains or losses recognized in the consolidated results of operations for fair value hedging relationships for each of the periods, presented on a pretax basis, are as follows:
16

|  | 13-Week Period Ended |  | 26-Week Period Ended
|  | Dec. 30, 2023 |  | Dec. 31, 2022 |  | Dec. 30, 2023 |  | Dec. 31, 2022
|  | (In thousands)
Total amounts of income and expense line items presented in the consolidated results of operations in which the effects of fair value hedges are recorded |  | $ | 154,925 |  |  | $ | 132,042 |  |  | $ | 295,899 |  |  | $ | 256,192 |
Gain or (loss) on fair value hedging relationships: |  |  |  |  |  |  |  |
Interest rate swaps: |  |  |  |  |  |  |  |
Hedged items |  | $ | (30,298) |  |  | $ | (2,685) |  |  | $ | (30,298) |  |  | $ | (309) |
Derivatives designated as hedging instruments |  | 22,066 |  |  | 742 |  |  | 22,066 |  |  | (5,501) |
Cross currency swaps: |  |  |  |  |  |  |  |
Hedged items |  | $ | (2,711) |  |  | $ | — |  |  | $ | 285 |  |  | $ | — |
Derivatives designated as hedging instruments |  | 2,711 |  |  | — |  |  | (285) |  |  | — |

The gains and losses on the fair value hedging relationships associated with the hedged items as disclosed in the table above consist of the following components for each of the periods presented:

|  | 13-Week Period Ended |  | 26-Week Period Ended
|  | Dec. 30, 2023 |  | Dec. 31, 2022 |  | Dec. 30, 2023 |  | Dec. 31, 2022
|  | (In thousands)
Interest expense |  | $ | (3,250) |  |  | $ | (1,940) |  |  | $ | (3,250) |  |  | $ | (3,879) |
Decrease in fair value of debt |  | 27,048 |  |  | 745 |  |  | 27,048 |  |  | (3,570) |
Foreign currency gain (loss) |  | (2,711) |  |  | — |  |  | 285 |  |  | — |
Hedged items |  | $ | (33,009) |  |  | $ | (2,685) |  |  | $ | (30,013) |  |  | $ | (309) |

The location and effect of cash flow, net investment, and excluded components of fair value hedges on the consolidated statements of comprehensive income for the 13-week periods ended December 30, 2023 and December 31, 2022, presented on a pretax basis, are as follows:
17

| 13-Week Period Ended Dec. 30, 2023
| Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivatives |  | Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income |  | Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
| (In thousands) |  |  |  | (In thousands)
Derivatives in cash flow hedging relationships: |  |  |  |  |
Fuel swaps | $ | (24,524) |  |  | Operating expense |  | $ | 669 |
Foreign currency contracts | (507) |  |  | Cost of sales / Other income |  | — |
Total | $ | (25,031) |  |  |  |  | $ | 669 |
Derivatives in net investment hedging relationships: |  |  |  |  |
Cross currency contracts | $ | (22,361) |  |  | N/A |  | $ | — |
Derivatives in fair value hedging relationships: |  |  |  |  |
Change in excluded component of fair value hedge | $ | 210 |  |  | Other expense (income) |  | $ | — |
| 13-Week Period Ended Dec. 31, 2022
| Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivatives |  | Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income |  | Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
| (In thousands) |  |  |  | (In thousands)
Derivatives in cash flow hedging relationships: |  |  |  |  |
Fuel swaps | $ | 1,140 |  |  | Operating expense |  | $ | 12,377 |
Foreign currency contracts | 49 |  |  | Cost of sales / Other income |  | — |
Total | $ | 1,189 |  |  |  |  | $ | 12,377 |
Derivatives in net investment hedging relationships: |  |  |  |  |
Foreign denominated debt | $ | (44,999) |  |  | N/A |  | $ | — |

18

The location and effect of cash flow, net investment, and excluded components of fair value hedges on the consolidated statements of comprehensive income for the 26-week periods ended December 30, 2023 and December 31, 2022, presented on a pretax basis, are as follows:

| 26-Week Period Ended Dec. 30, 2023
| Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivatives |  | Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income |  | Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
| (In thousands) |  |  |  | (In thousands)
Derivatives in cash flow hedging relationships: |  |  |  |  |
Fuel swaps | $ | 9,975 |  |  | Operating expense |  | $ | 3,003 |
Foreign currency contracts | (791) |  |  | Cost of sales / Other income |  | — |
Total | $ | 9,184 |  |  |  |  | $ | 3,003 |
Derivatives in net investment hedging relationships: |  |  |  |  |
Cross currency contracts | $ | (22,361) |  |  | N/A |  | $ | — |
Derivatives in fair value hedging relationships: |  |  |  |  |
Change in excluded component of fair value hedge | $ | 184 |  |  | Other expense (income) |  | $ | — |
| 26-Week Period Ended Dec. 31, 2022
| Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivatives |  | Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income |  | Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
| (In thousands) |  |  |  | (In thousands)
Derivatives in cash flow hedging relationships: |  |  |  |  |
Fuel swaps | $ | (35,155) |  |  | Operating expense |  | $ | 25,362 |
Foreign currency contracts | 335 |  |  | Cost of sales / Other income |  | — |
Total | $ | (34,820) |  |  |  |  | $ | 25,362 |
Derivatives in net investment hedging relationships: |  |  |  |  |
Foreign denominated debt | $ | (13,653) |  |  | N/A |  | $ | — |

19

The location and carrying amount of hedged liabilities in the consolidated balance sheet as of December 30, 2023 are as follows:

| Dec. 30, 2023
| Carrying Amount of Hedged Assets (Liabilities) |  | Cumulative Amount of Fair Value Hedging Adjustments Included in the Carrying Amount of Hedged Assets (Liabilities)
| (In thousands)
Balance sheet location: |  |  |
Long-term debt | $ | (518,622) |  |  | $ | (27,048) |

The carrying amount of hedged liabilities in the consolidated balance sheet as of July 1, 2023 is zero.
8. DEBT
Sysco has a long-term revolving credit facility that includes aggregate commitments of the lenders thereunder of $3.0 billion, with an option to increase such commitments to $4.0 billion. As of December 30, 2023, there were no borrowings outstanding under this facility.
We have a U.S commercial paper program allowing the company to issue short-term unsecured notes in an aggregate amount not to exceed $3.0 billion. Any outstanding amounts are classified within long-term debt, as the program is supported by the long-term revolving credit facility. As of December 30, 2023, there were $500.0 million in commercial paper issuances outstanding under this program.
On November 17, 2023, Sysco issued senior notes (the Notes) totaling $1.0 billion. Details of the Notes are as follows:

Maturity Date | Par Value (in millions) |  | Coupon Rate |  | Pricing (percentage of par)
January 17, 2029 (the 2029 Notes) | $ | 500 |  |  | 5.75 | % |  | 99.784 | %
January 17, 2034 (the 2034 Notes) | 500 |  |  | 6.00 |  |  | 99.037 |

The Notes initially are fully and unconditionally guaranteed by Sysco’s direct and indirect wholly owned subsidiaries that guarantee Sysco’s other senior notes issued under the indenture governing the Notes or any of Sysco’s other indebtedness. Interest on the Notes will be paid semi-annually in arrears on July 17 and January 17, beginning July 17, 2024. At Sysco’s option, any or all of the Notes may be redeemed, in whole or in part, at any time prior to maturity. If Sysco elects to redeem (i) the 2029 Notes before the date that is one month prior to the maturity date, or (ii) the 2034 Notes before the date that is three months prior to the maturity date, Sysco will pay an amount equal to the greater of 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest or the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such senior notes matured on the applicable date described above. If Sysco elects to redeem a series of Notes on or after the applicable date described in the preceding sentence, Sysco will pay an amount equal to 100% of the principal amount of the Notes to be redeemed. Sysco will pay accrued and unpaid interest on the Notes redeemed to the redemption date.
The total carrying value of our debt was $12.1 billion as of December 30, 2023 and $10.4 billion as of July 1, 2023. The increase in the carrying value of our debt from the prior year was due to the issuance of senior notes, new borrowings under our commercial paper program and new financing leases in support of equipment.
On October 17, 2023, we entered into a new commercial paper dealer agreement in Europe for a commercial paper program with borrowings not to exceed €250 million. As of December 30, 2023, there were no commercial paper issuances outstanding under this program.
Information regarding the guarantors of our registered debt securities is contained in the section captioned Guarantor Summarized Financial Information in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2 of Part I of this Form 10-Q.
9. COMPANY-SPONSORED EMPLOYEE BENEFIT PLANS
20

Sysco has company-sponsored defined benefit and defined contribution retirement plans for its employees. We also provide certain health care benefits to eligible retirees and their dependents.
On October 25, 2022, the Sysco Corporation Retirement Plan (the Plan) executed an agreement with Massachusetts Mutual Life Insurance Company (the Insurer). Under this agreement, the Plan purchased a nonparticipating single premium group annuity contract using Plan assets that transferred to the Insurer $695.0 million of the Plan’s defined benefit pension obligations related to certain pension benefits. The contract covers approximately 10,000 Sysco participants and beneficiaries (the Transferred Participants) in the U.S. pension plan (the U.S. Retirement Plan). Under the group annuity contract, the Insurer made an unconditional and irrevocable commitment to pay the pension benefits of each Transferred Participant that were due on or after January 1, 2023. The transaction resulted in no changes to the amount of benefits payable to the Transferred Participants.
As a result of the transaction, we recognized a one-time, non-cash pre-tax pension settlement charge of $315.4 million in the second quarter of fiscal 2023 primarily related to the accelerated recognition of actuarial losses included within accumulated other comprehensive loss in the statement of changes in consolidated shareholders’ equity. The transaction also required us to remeasure the benefit obligations and plan assets of the U.S. Retirement Plan. The remeasurement reflected the use of an updated discount rate and an expected rate of return on plan assets as of October 31, 2022, applying the practical expedient to remeasure plan assets and obligations as of the nearest calendar month-end date.
Components of Net Benefit Costs
The components of net company-sponsored benefit cost for the U.S. Retirement Plan are as follows:

|  | 13-Week Period |  |  |  | 26-Week Period
|  |  | Ended (1) |  |  |  | Ended (1)
|  |  | Dec. 31, 2022 |  |  |  | Dec. 31, 2022
|  | (In thousands) |  |  |  | (In thousands)
Service cost |  |  | $ | 2,034 |  |  |  |  | $ | 4,357 |
Interest cost |  |  | 38,103 |  |  |  |  | 80,604 |
Expected return on plan assets |  |  | (36,957) |  |  |  |  | (76,977) |
Amortization of prior service cost |  |  | 98 |  |  |  |  | 197 |
Amortization of actuarial loss |  |  | 7,661 |  |  |  |  | 16,609 |
Settlement loss recognized |  |  | 315,354 |  |  |  |  | 315,354 |
Net pension costs |  |  | $ | 326,293 |  |  |  |  | $ | 340,144 |

(1) | Net pension costs were not material for the second quarter and first 26 weeks of fiscal 2024.

The components of net company-sponsored benefit costs other than the service cost component are reported in other expense (income), net within the consolidated results of operations.
21

10. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share:

| 13-Week Period Ended |  | 26-Week Period Ended
| Dec. 30, 2023 |  | Dec. 31, 2022 |  | Dec. 30, 2023 |  | Dec. 31, 2022
| (In thousands, except for share and per share data) |  | (In thousands, except for share and per share data)
Numerator: |  |  |  |  |  |  |
Net earnings | $ | 415,242 |  |  | $ | 141,216 |  |  | $ | 918,634 |  |  | $ | 606,784 |
Denominator: |  |  |  |  |  |  |
Weighted-average basic shares outstanding | 504,312,633 |  |  | 507,609,696 |  |  | 504,719,562 |  |  | 507,594,137 |
Dilutive effect of share-based awards | 1,616,709 |  |  | 2,536,098 |  |  | 1,779,828 |  |  | 2,670,336 |
Weighted-average diluted shares outstanding | 505,929,342 |  |  | 510,145,794 |  |  | 506,499,390 |  |  | 510,264,473 |
Basic earnings per share | $ | 0.82 |  |  | $ | 0.28 |  |  | $ | 1.82 |  |  | $ | 1.20 |
Diluted earnings per share | $ | 0.82 |  |  | $ | 0.28 |  |  | $ | 1.81 |  |  | $ | 1.19 |

The number of securities that were not included in the diluted earnings per share calculation because the effect would have been anti-dilutive was approximately 6,451,000 and 1,848,000 for the second quarter of fiscal 2024 and 2023, respectively, and approximately 6,219,000 and 1,620,000 for the first 26 weeks of fiscal 2024 and 2023, respectively.
Accelerated Share Repurchase Program
On December 15, 2023, we entered into a Master Confirmation and Supplemental Confirmation (collectively, the ASR Agreement) with Goldman, Sachs & Co. (Goldman) relating to an accelerated share repurchase program (the ASR Program). Pursuant to the terms of the ASR Agreement, effective January 3, 2024, we agreed to repurchase $500 million of our common stock from Goldman under the share repurchase program authorized by our Board of Directors in May 2021.
In connection with the ASR Program, we paid $500 million to Goldman on January 11, 2024, in exchange for 6,026,110 shares of Sysco’s outstanding common stock, which represents a substantial majority of the shares owed to Sysco by Goldman; however, the number of shares ultimately delivered to us by Goldman is subject to adjustment based on the volume-weighted average share price of Sysco’s common stock during the term of the ASR Agreement, less an agreed discount. We expect all purchases under the ASR Program to be completed by the end of March 2024, although the exact date of completion will depend on whether or when Goldman exercises an acceleration option that it has under the ASR Agreement. At settlement, we may be entitled to receive additional shares of common stock from Goldman or, under certain circumstances, may be required to issue additional shares or make a payment to Goldman at our option. In the third quarter of fiscal 2024, the shares received will be recognized in treasury stock and reduce the number of weighted average shares outstanding. The incremental consideration to be received or issued upon settlement of the ASR Program was evaluated as an unsettled forward contract indexed to our common stock and will be classified within stockholders’ equity in the third quarter of fiscal 2024, if the ASR Program has not concluded by the end of the third quarter of fiscal 2024.
The ASR Agreement contains the principal terms and provisions governing the ASR Program, including, but not limited to, the mechanism used to determine the number of shares that will be delivered, the required timing of delivery of the shares, the specific circumstances under which Goldman may delay any date of valuation or settlement under the ASR Program (such as upon the occurrence of certain market disruptions), the specific circumstances under which Goldman is permitted to make adjustments to the terms of the ASR Program or to terminate the ASR Program (such as upon the announcement of certain fundamental transactions affecting Sysco), and various acknowledgments, representations and warranties made by Sysco and Goldman to one another.
22

11. OTHER COMPREHENSIVE INCOME
Comprehensive income is net earnings plus certain other items that are recorded directly to shareholders’ equity, such as foreign currency translation adjustment, changes in marketable securities, amounts related to certain hedging arrangements and amounts related to pension and other postretirement plans. Comprehensive income was $552.3 million and $527.8 million for the second quarter of fiscal 2024 and fiscal 2023, respectively. Comprehensive income was $981.5 million and $764.1 million for the first 26 weeks of fiscal 2024 and fiscal 2023, respectively.
A summary of the components of other comprehensive income (loss) and the related tax effects for each of the periods presented is as follows:

|  |  | 13-Week Period Ended Dec. 30, 2023
| Location of Expense (Income) Recognized in Net Earnings |  | Before Tax Amount |  | Tax |  | Net of Tax Amount
|  |  | (In thousands)
Pension and other postretirement benefit plans: |  |  |  |  |  |  |
Reclassification adjustments: |  |  |  |  |  |  |
Amortization of prior service cost | Other expense, net |  | $ | 195 |  |  | $ | 49 |  |  | $ | 146 |
Amortization of actuarial loss, net | Other expense, net |  | 6,676 |  |  | 1,665 |  |  | 5,011 |
Total reclassification adjustments |  |  | 6,871 |  |  | 1,714 |  |  | 5,157 |
Foreign currency translation: |  |  |  |  |  |  |
Foreign currency translation adjustment | N/A |  | 163,084 |  |  | — |  |  | 163,084 |
Marketable securities: |  |  |  |  |  |  |
Change in marketable securities (1) | N/A |  | 4,359 |  |  | 915 |  |  | 3,444 |
Hedging instruments: |  |  |  |  |  |  |
Other comprehensive income (loss) before reclassification adjustments: |  |  |  |  |  |  |
Change in excluded component of fair value hedge | Other expense, net |  | 210 |  |  | 52 |  |  | 158 |
Change in cash flow hedges | Operating expenses (2) |  | (25,031) |  |  | (4,806) |  |  | (20,225) |
Change in net investment hedges | N/A |  | (22,361) |  |  | (5,620) |  |  | (16,741) |
Total other comprehensive (loss) before reclassification adjustments |  |  | (47,182) |  |  | (10,374) |  |  | (36,808) |
Reclassification adjustments: |  |  |  |  |  |  |
Amortization of cash flow hedges | Interest expense |  | 2,893 |  |  | 723 |  |  | 2,170 |
Total other comprehensive income (loss) |  |  | $ | 130,025 |  |  | $ | (7,022) |  |  | $ | 137,047 |

(1) | Realized gains or losses on marketa ble securities are presented within other (income) expense, net in the consolidated results of operations; however, there were no significant gains or losses realized in the second quarter of fiscal 2024.
(2) | Amount partially impacts operating expense for fuel swaps accounted for as cash flow hedges.

23

|  |  | 13-Week Period Ended Dec. 31, 2022
| Location of Expense (Income) Recognized in Net Earnings |  | Before Tax Amount |  | Tax |  | Net of Tax Amount
|  |  | (In thousands)
Pension and other postretirement benefit plans: |  |  |  |  |  |  |
Other comprehensive income before reclassification adjustments: |  |  |  |  |  |  |
Net actuarial gain, arising in the current year | Other expense, net |  | $ | (89,851) |  |  | $ | (22,463) |  |  | $ | (67,388) |
Settlements | Other expense, net |  | 315,455 |  |  | 78,864 |  |  | 236,591 |
Total other comprehensive income before reclassification adjustments |  |  | 225,604 |  |  | 56,401 |  |  | 169,203 |
Reclassification adjustments: |  |  |  |  |  |  |
Amortization of prior service cost | Other expense, net |  | 99 |  |  | 25 |  |  | 74 |
Amortization of actuarial loss, net | Other expense, net |  | 7,500 |  |  | 1,872 |  |  | 5,628 |
Total reclassification adjustments |  |  | 7,599 |  |  | 1,897 |  |  | 5,702 |
Foreign currency translation: |  |  |  |  |  |  |
Foreign currency translation adjustment | N/A |  | 241,814 |  |  | — |  |  | 241,814 |
Marketable securities: |  |  |  |  |  |  |
Change in marketable securities (1) | N/A |  | 1,511 |  |  | 317 |  |  | 1,194 |
Hedging instruments: |  |  |  |  |  |  |
Other comprehensive income (loss) before reclassification adjustments: |  |  |  |  |  |  |
Change in cash flow hedges | Operating expenses (2) |  | 1,189 |  |  | 986 |  |  | 203 |
Change in net investment hedges | N/A |  | (44,999) |  |  | (11,250) |  |  | (33,749) |
Total other comprehensive (loss) before reclassification adjustments |  |  | (43,810) |  |  | (10,264) |  |  | (33,546) |
Reclassification adjustments: |  |  |  |  |  |  |
Amortization of cash flow hedges | Interest expense |  | 2,893 |  |  | 723 |  |  | 2,170 |
Total other comprehensive income |  |  | $ | 435,611 |  |  | $ | 49,074 |  |  | $ | 386,537 |

(1) | Realized gains or losses on marketable securities are presented within other (income) expense, net in the consolidated results of operations; however, there were no significant gains or losses realized in the second quarter of fiscal 2023.
(2) | Amount partially impacts operating expense for fuel swaps accounted for as cash flow hedges.

24

|  |  | 26-Week Period Ended Dec. 30, 2023
| Location of Expense (Income) Recognized in Net Earnings |  | Before Tax Amount |  | Tax |  | Net of Tax Amount
|  |  | (In thousands)
Pension and other postretirement benefit plans: |  |  |  |  |  |  |
Other comprehensive income before reclassification adjustments: |  |  |  |  |  |  |
Net actuarial loss, arising in the current year | Other expense, net |  | $ | 672 |  |  | $ | 169 |  |  | $ | 503 |
Reclassification adjustments: |  |  |  |  |  |  |
Amortization of prior service cost | Other expense, net |  | 390 |  |  | 98 |  |  | 292 |
Amortization of actuarial loss, net | Other expense, net |  | 13,317 |  |  | 3,324 |  |  | 9,993 |
Total reclassification adjustments |  |  | 13,707 |  |  | 3,422 |  |  | 10,285 |
Foreign currency translation: |  |  |  |  |  |  |
Foreign currency translation adjustment | N/A |  | 54,890 |  |  | — |  |  | 54,890 |
Marketable securities: |  |  |  |  |  |  |
Change in marketable securities (1) | N/A |  | 3,163 |  |  | 664 |  |  | 2,499 |
Hedging instruments: |  |  |  |  |  |  |
Other comprehensive income (loss) before reclassification adjustments: |  |  |  |  |  |  |
Change in excluded component of fair value hedge | Other expense, net |  | 184 |  |  | 46 |  |  | 138 |
Change in cash flow hedges | Operating expenses (2) |  | 9,184 |  |  | 2,261 |  |  | 6,923 |
Change in net investment hedges | N/A |  | (22,361) |  |  | (5,620) |  |  | (16,741) |
Total other comprehensive (loss) before reclassification adjustments |  |  | (12,993) |  |  | (3,313) |  |  | (9,680) |
Reclassification adjustments: |  |  |  |  |  |  |
Amortization of cash flow hedges | Interest expense |  | 5,786 |  |  | 1,446 |  |  | 4,340 |
Total other comprehensive income |  |  | $ | 65,225 |  |  | $ | 2,388 |  |  | $ | 62,837 |

(1) | Realized gains or losses on marketable securities are presented within other (income) expense, net in the consolidated results of operations; however, there were no significant gains or losses realized in the first 26 weeks of fiscal 2024.
(2) | Amount partially impacts operating expense for fuel swaps accounted for as cash flow hedges.

25

|  |  | 26-Week Period Ended Dec. 31, 2022
| Location of Expense (Income) Recognized in Net Earnings |  | Before Tax Amount |  | Tax |  | Net of Tax Amount
|  |  | (In thousands)
Pension and other postretirement benefit plans: |  |  |  |  |  |  |
Other comprehensive income before reclassification adjustments: |  |  |  |  |  |  |
Net actuarial loss, arising in the current year | Other expense, net |  | $ | (89,851) |  |  | $ | (22,463) |  |  | $ | (67,388) |
Settlements | Other expense, net |  | 315,455 |  |  | 78,864 |  |  | 236,591 |
Total other comprehensive income before reclassification adjustments |  |  | 225,604 |  |  | 56,401 |  |  | 169,203 |
Reclassification adjustments: |  |  |  |  |  |  |
Amortization of prior service cost | Other expense, net |  | 198 |  |  | 50 |  |  | 148 |
Amortization of actuarial loss, net | Other expense, net |  | 16,686 |  |  | 4,167 |  |  | 12,519 |
Total reclassification adjustments |  |  | 16,884 |  |  | 4,217 |  |  | 12,667 |
Foreign currency translation: |  |  |  |  |  |  |
Foreign currency translation adjustment | N/A |  | 9,632 |  |  | — |  |  | 9,632 |
Marketable securities: |  |  |  |  |  |  |
Change in marketable securities (1) | N/A |  | (2,701) |  |  | (567) |  |  | (2,134) |
Hedging instruments: |  |  |  |  |  |  |
Other comprehensive (loss) before reclassification adjustments: |  |  |  |  |  |  |
Change in cash flow hedges | Operating expenses (2) |  | (34,820) |  |  | (8,633) |  |  | (26,187) |
Change in net investment hedges | N/A |  | (13,653) |  |  | (3,413) |  |  | (10,240) |
Total other comprehensive (loss) before reclassification adjustments |  |  | (48,473) |  |  | (12,046) |  |  | (36,427) |
Reclassification adjustments: |  |  |  |  |  |  |
Amortization of cash flow hedges | Interest expense |  | 5,767 |  |  | 1,442 |  |  | 4,325 |
Total other comprehensive income |  |  | $ | 206,713 |  |  | $ | 49,447 |  |  | $ | 157,266 |

(1) | Realized gains or losses on marketable securities are presented within other (income) expense, net in the consolidated results of operations; however, there were no significant gains or losses realized in the first 26 weeks of fiscal 2023.
(2) | Amount partially impacts operating expense for fuel swaps accounted for as cash flow hedges.

26

The following tables provide a summary of the changes in accumulated other comprehensive (loss) income f or the periods presented:

| 26-Week Period Ended Dec. 30, 2023
| Pension and Other Postretirement Benefit Plans, net of tax |  | Foreign Currency Translation |  | Hedging, net of tax |  | Marketable Securities, net of tax |  | Total
| (In thousands)
Balance as of Jul. 1, 2023 | $ | (839,541) |  |  | $ | (374,290) |  |  | $ | (31,966) |  |  | $ | (6,793) |  |  | $ | (1,252,590) |
Net actuarial loss arising in the current year | 503 |  |  | — |  |  | — |  |  | — |  |  | 503 |
Equity adjustment from foreign currency translation | — |  |  | 54,890 |  |  | — |  |  | — |  |  | 54,890 |
Amortization of cash flow hedges | — |  |  | — |  |  | 4,340 |  |  | — |  |  | 4,340 |
Change in net investment hedges |  |  |  |  | (16,741) |  |  |  |  | (16,741) |
Change in excluded component of fair value hedge | — |  |  | — |  |  | 138 |  |  | — |  |  | 138 |
Change in cash flow hedge | — |  |  | — |  |  | 6,923 |  |  | — |  |  | 6,923 |
Amortization of unrecognized prior service cost | 292 |  |  | — |  |  | — |  |  | — |  |  | 292 |
Amortization of unrecognized net actuarial losses | 9,993 |  |  | — |  |  | — |  |  | — |  |  | 9,993 |
Change in marketable securities | — |  |  | — |  |  | — |  |  | 2,499 |  |  | 2,499 |
Balance as of Dec. 30, 2023 | $ | (828,753) |  |  | $ | (319,400) |  |  | $ | (37,306) |  |  | $ | (4,294) |  |  | $ | (1,189,753) |

| 26-Week Period Ended Dec. 31, 2022
| Pension and Other Postretirement Benefit Plans, net of tax |  | Foreign Currency Translation |  | Hedging, net of tax |  | Marketable Securities |  | Total
| (In thousands)
Balance as of Jul. 2, 2022 | $ | (1,011,335) |  |  | $ | (501,517) |  |  | $ | 35,770 |  |  | $ | (4,972) |  |  | $ | (1,482,054) |
Net actuarial loss arising in the current year | (67,388) |  |  | — |  |  | — |  |  | — |  |  | (67,388) |
Settlements | 236,591 |  |  | — |  |  | — |  |  | — |  |  | 236,591 |
Equity adjustment from foreign currency translation | — |  |  | 9,632 |  |  | — |  |  | — |  |  | 9,632 |
Amortization of cash flow hedges | — |  |  | — |  |  | 4,325 |  |  | — |  |  | 4,325 |
Change in net investment hedges | — |  |  | — |  |  | (10,240) |  |  | — |  |  | (10,240) |
Change in cash flow hedges | — |  |  | — |  |  | (26,187) |  |  | — |  |  | (26,187) |
Amortization of unrecognized prior service cost | 148 |  |  | — |  |  | — |  |  | — |  |  | 148 |
Amortization of unrecognized net actuarial losses | 12,519 |  |  | — |  |  | — |  |  | — |  |  | 12,519 |
Change in marketable securities | — |  |  | — |  |  | — |  |  | (2,134) |  |  | (2,134) |
Balance as of Dec. 31, 2022 | $ | (829,465) |  |  | $ | (491,885) |  |  | $ | 3,668 |  |  | $ | (7,106) |  |  | $ | (1,324,788) |

12. SHARE-BASED COMPENSATION
Sysco provides compensation benefits to employees under several share-based payment arrangements, including various long-term employee stock incentive plans and the 2015 Employee Stock Purchase Plan (ESPP).
27

Stock Incentive Plans
In the first 26 weeks of fiscal 2024, options to purchase 808,279 shares were granted to employees. The fair value of each option award is estimated as of the date of grant using a Black-Scholes option pricing model. The weighted average grant-date fair value per option granted during the first 26 weeks of fiscal 2024 was $19.27.
In the first 26 weeks of fiscal 2024, employees were granted 521,082 performance share units (PSUs). Based on the jurisdiction in which the employee resides, some of these PSUs were granted with forfeitable dividend equivalents. The fair value of each PSU award granted with a dividend equivalent is based on the company’s stock price as of the date of grant. For PSUs granted without dividend equivalents, the fair value was reduced by the present value of expected dividends during the vesting period. The weighted average grant-date fair value per PSU granted during the first 26 weeks of fiscal 2024 was $73.58. The PSUs will convert into shares of Sysco’s common stock at the end of the three-year performance period based on actual performance targets achieved, as well as the market-based return of Sysco’s common stock relative to that of each company within the S&P 500 index.
In the first 26 weeks of fiscal 2024, employees were granted 366,883 restricted stock units. The weighted average grant-date fair value per restricted stock unit granted during the first 26 weeks of fiscal 2024 was $71.93.
Employee Stock Purchase Plan
Plan participants purchased 594,056 shares of common stock under the ESPP during the first 26 weeks of fiscal 2024. The weighted average fair value per employee stock purchase right issued pursuant to the ESPP was $10.33 during the first 26 weeks of fiscal 2024. The fair value of each stock purchase right is estimated as the difference between the stock price at the date of issuance and the employee purchase price.
All Share-Based Payment Arrangements
The total share-based compensation cost that has been recognized in results of operations was $52.8 million and $52.7 million for the first 26 weeks of fiscal 2024 and fiscal 2023, respectively.
As of December 30, 2023, there was $143.6 million of total unrecognized compensation cost related to share-based compensation arrangements. This cost is expected to be recognized over a weighted-average period of 1.95 years.
13. INCOME TAXES
Effective Tax Rate
The effective tax rates for the second quarter and first 26 weeks of fiscal 2024 were 23.83% and 23.94%, respectively. These rates are higher than the company’s 21.00% statutory tax rate primarily because of state income taxes. The rates are partially offset by a foreign income tax benefit and the equity-based compensation excess tax benefits.
The effective tax rates for the second quarter and first 26 weeks of fiscal 2023 were 20.88% and 21.54%, respectively. The second quarter was favorably impacted by the benefit of the pension buyout of $4.9 million and excess benefits of equity-based compensation, which totaled $1.4 million. The first 26 weeks of fiscal 2023 were favorably impacted by excess tax benefits of equity-based compensation, which totaled $10.3 million.
Uncertain Tax Positions
As of December 30, 2023, the gross amount of unrecognized tax benefit and related accrued interest was $32.4 million and $9.7 million, respectively. It is reasonably possible the amount of the unrecognized tax benefit with respect to certain unrecognized tax positions of the company will increase or decrease in the next 12 months. At this time, an estimate of the range of the reasonably possible change cannot be made.
During the third quarter of fiscal 2023, Sysco received a Statutory Notice of Deficiency from the Internal Revenue Service, mainly related to foreign tax credits generated in fiscal 2018 from repatriated earnings primarily from our Canadian operations. In the fourth quarter of fiscal 2023, the company filed suit in the U.S. Tax Court challenging the validity of certain tax regulations related to the one-time transition tax on unrepatriated foreign earnings, which were enacted as part of the Tax Cuts and Jobs Act of 2017 (TCJA). The lawsuit seeks to have the court invalidate these regulations, which would affirm the company’s position regarding its foreign tax credits. Sysco has previously recorded a benefit of $131.0 million attributable to its
28

interpretation of the TCJA and the Internal Revenue Code. If we are ultimately unsuccessful in defending our position, we may be required to reverse all, or some portion, of the benefit previously recorded.
Other
On October 8, 2021, the Organization for Economic Co-operation and Development (OECD) announced the OECD/G20 Inclusive Framework on Base Erosion and Profit Shifting, which provides for a two-pillar solution to address tax challenges arising from the digitalization of the economy. Pillar One expands a country’s authority to tax profits from companies that make sales into their country but do not have a physical location in the country. Pillar Two includes an agreement on international tax reform, including rules to ensure that large corporations pay a minimum rate of corporate income tax. On December 20, 2021, the OECD released Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of large corporations at a minimum rate of 15%. The OECD continues to release additional guidance on the two-pillar framework, with widespread implementation anticipated by 2024. We are continuing to evaluate the potential impact on future periods of the Pillar Two Framework, pending legislation adoption and/or guidance by individual countries, with the rules being effective for tax years beginning on or after January 1, 2024. For Sysco, Pillar Two will be effective in fiscal 2025.
The determination of the company’s provision for income taxes requires judgment, the use of estimates and the interpretation and application of complex tax laws. The company’s provision for income taxes reflects income earned and taxed in the various U.S. federal and state, as well as foreign jurisdictions. Tax law changes, increases or decreases in permanent book versus tax basis differences, accruals or adjustments of accruals for unrecognized tax benefits or valuation allowances, and the company’s change in the mix of earnings from these taxing jurisdictions all affect the overall effective tax rate.
14. COMMITMENTS AND CONTINGENCIES
Legal Proceedings
Sysco is engaged in various legal proceedings that have arisen but have not been fully adjudicated. The likelihood of loss for these legal proceedings, based on definitions within contingency accounting literature, ranges from remote to reasonably possible to probable. When probable and reasonably estimable, the losses have been accrued. Although the final results of legal proceedings cannot be predicted with certainty, based on estimates of the range of potential losses associated with these matters, management does not believe the ultimate resolution of these proceedings, either individually or in the aggregate, will have a material adverse effect upon the consolidated financial position or results of operations of the company.
15. BUSINESS SEGMENT INFORMATION
Sysco distributes food and related products to restaurants, healthcare and educational facilities, lodging establishments and other foodservice customers. Our primary operations are located in North America and Europe. Under the accounting provisions related to disclosures about segments of an enterprise, we have aggregated certain operating segments into three reportable segments. “Other” financial information is attributable to our other operating segments that do not meet the quantitative disclosure thresholds.
•U.S. Foodservice Operations – primarily includes (a) our U.S. Broadline operations, which distribute a full line of food products, including custom-cut meat, seafood, produce, specialty Italian, specialty imports and a wide variety of non-food products and (b) our U.S. Specialty operations, which include our FreshPoint fresh produce distribution business, our Specialty Meats and Seafood Group specialty protein operations, our growing Italian Specialty platform anchored by Greco & Sons, Edward Don, acquired in the second quarter of fiscal 2024, which distributes restaurant equipment and supplies, our Asian specialty distribution company and a number of other small specialty businesses that are not material to our operations;
•International Foodservice Operations – includes operations outside of the U.S., which distribute a full line of food products and a wide variety of non-food products. The Americas primarily consists of operations in Canada, Bahamas, Mexico, Costa Rica and Panama, as well as our export operations that distribute to international customers. Our European operations primarily consist of operations in the United Kingdom, France, Ireland and Sweden;
•SYGMA – our U.S. customized distribution operations serving quick-service chain restaurant customer locations; and
•Other – primarily our hotel supply operations, Guest Worldwide.
29

The accounting policies for the segments are the same as those disclosed by Sysco for its consolidated financial statements. Our Global Support Center generally includes all expenses of the corporate office and Sysco’s shared service operations. These also include all U.S. share-based compensation costs.
The following tables set forth certain financial information for Sysco’s reportable business segments:

| 13-Week Period Ended |  | 26-Week Period Ended
| Dec. 30, 2023 |  | Dec. 31, 2022 |  | Dec. 30, 2023 |  | Dec. 31, 2022
Sales: | (In thousands) |  | (In thousands)
U.S. Foodservice Operations | $ | 13,494,443 |  |  | $ | 13,077,054 |  |  | $ | 27,218,242 |  |  | $ | 26,679,536 |
International Foodservice Operations | 3,596,458 |  |  | 3,282,411 |  |  | 7,279,668 |  |  | 6,566,146 |
SYGMA | 1,913,715 |  |  | 1,933,536 |  |  | 3,819,729 |  |  | 3,866,993 |
Other | 283,326 |  |  | 300,952 |  |  | 590,757 |  |  | 608,108 |
Total | $ | 19,287,942 |  |  | $ | 18,593,953 |  |  | $ | 38,908,396 |  |  | $ | 37,720,783 |
| 13-Week Period Ended |  | 26-Week Period Ended
| Dec. 30, 2023 |  | Dec. 31, 2022 |  | Dec. 30, 2023 |  | Dec. 31, 2022
Operating income (loss): | (In thousands) |  | (In thousands)
U.S. Foodservice Operations | $ | 839,036 |  |  | $ | 780,968 |  |  | $ | 1,780,007 |  |  | $ | 1,686,679 |
International Foodservice Operations | 82,930 |  |  | 57,413 |  |  | 176,413 |  |  | 144,393 |
SYGMA | 16,346 |  |  | 6,847 |  |  | 29,113 |  |  | 12,544 |
Other | 8,387 |  |  | 9,870 |  |  | 20,210 |  |  | 21,408 |
Total segments | 946,699 |  |  | 855,098 |  |  | 2,005,743 |  |  | 1,865,024 |
Global Support Center | (246,656) |  |  | (214,275) |  |  | (502,118) |  |  | (487,400) |
Total operating income | 700,043 |  |  | 640,823 |  |  | 1,503,625 |  |  | 1,377,624 |
Interest expense | 149,680 |  |  | 132,042 |  |  | 284,014 |  |  | 256,192 |
Other expense, net | 5,245 |  |  | 330,305 |  |  | 11,885 |  |  | 348,054 |
Earnings before income taxes | $ | 545,118 |  |  | $ | 178,476 |  |  | $ | 1,207,726 |  |  | $ | 773,378 |

30

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This discussion should be read in conjunction with our consolidated financial statements as of July 1, 2023, and for the fiscal year then ended, and Management’s Discussion and Analysis of Financial Condition and Results of Operations, both contained in our Annual Report on Form 10-K for the fiscal year ended July 1, 2023 (our fiscal 2023 Form 10-K), as well as the consolidated financial statements (unaudited) and notes to the consolidated financial statements (unaudited) contained in this report.
Highlights
Our improved second quarter of fiscal 2024 results were attributable to sales growth that surpassed second quarter of fiscal 2023 levels by 3.7%. The increase in sales was driven by a combination of positive case volume growth and product cost inflation. Our gross profit growth this quarter outpaced operating expense due to effective management of product cost fluctuations, strategic sourcing, progress achieved in improving the performance of our supply chain, and delivery of our cost-out measures. See below for a comparison of our fiscal 2024 results to our fiscal 2023 results, both including and excluding Certain Items (as defined below).
Comparisons of results from the second quarter of fiscal 2024 to the second quarter of fiscal 2023 are presented below:
•Sales:
◦increased 3.7%, or $694.0 million, to $19.3 billion;
•Operating income:
◦increased 9.2%, or $59.2 million, to $700.0 million;
◦adjusted operating income increased 9.2%, or $62.6 million, to $744.9 million;
•Net earnings:
◦increased 194.0%, or $274.0 million, to $415.2 million;
◦adjusted net earnings increased 10.1%, or $41.1 million, to $449.0 million;
•Basic earnings per share:
◦increased 192.9%, or $0.54, to $0.82 per share;
•Diluted earnings per share:
◦increased 192.9%, or $0.54, to $0.82 per share;
◦adjusted diluted earnings per share increased 11.3%, or $0.09, to $0.89;
•EBITDA:
◦increased 82.7%, or $413.7 million, to $914.3 million; and
◦adjusted EBITDA increased 11.6%, or $96.2 million, to $927.5 million.
Comparisons of results from the first 26 weeks of fiscal 2024 to the first 26 weeks of fiscal 2023 are presented below:
•Sales:
◦increased 3.1%, or $1.2 billion, to $38.9 billion;
•Operating income:
◦increased 9.1%, or $126.0 million, to $1.5 billion;
◦adjusted operating income increased 9.9%, or $144.2 million, to $1.6 billion;
•Net earnings:
◦increased 51.4%, or $311.9 million, to $918.6 million;
◦adjusted net earnings increased 10.0%, or $90.1 million, to $1.0 billion;
•Basic earnings per share:
◦increased 51.7%, or $0.62, to $1.82 per share;
•Diluted earnings per share:
◦increased 52.1%, or $0.62, to $1.81 per share;
◦adjusted diluted earnings per share increased 11.4%, or $0.20, to $1.96;
•EBITDA:
◦increased 36.1%, or $508.7 million, to $1.9 billion; and
◦adjusted EBITDA increased 11.7%, or $203.7 million, to $2.0 billion.
31

The discussion of our results includes certain non-GAAP financial measures, including EBITDA and adjusted EBITDA, that we believe provide important perspective with respect to underlying business trends. Other than EBITDA and free cash flow, any non-GAAP financial measures will be denoted as adjusted measures to remove (1) restructuring charges; (2) expenses associated with our various transformation initiatives; (3) severance charges; and (4) acquisition-related costs consisting of: (a) intangible amortization expense and (b) acquisition costs and due diligence costs related to our acquisitions. Our results for fiscal 2023 were also impacted by adjustments to a product return allowance pertaining to COVID-related personal protection equipment inventory, a pension settlement charge that resulted from the purchase of a nonparticipating single premium group annuity contract that transferred defined benefit plan obligations to an insurer and the reduction of bad debt expense previously recognized in fiscal 2020 due to the impact of the COVID-19 pandemic on the collectability of our pre-pandemic trade receivable balances.
The fiscal 2024 and fiscal 2023 items discussed above are collectively referred to as “Certain Items.” The results of our operations can be impacted by changes in exchange rates applicable to converting from local currencies to U.S. dollars. We measure our results on a constant currency basis.
Trends
Economic and Industry Trends
Sysco continues to outperform the foodservice market. The food-away-from-home sector is a healthy, long-term growth market. Sysco is diversified and well positioned as a market leader in food service. We expect slightly positive rates of industry volume growth for fiscal 2024.
Sales and Gross Profit Trends
Our sales and gross profit performance are influenced by multiple factors, including price, volume, inflation, customer mix and product mix. The most significant factor affecting performance in the second quarter and first 26 weeks of fiscal 2024 was volume growth. We experienced a 3.4% and 2.5% improvement in U.S. Foodservice case volume in the second quarter and first 26 weeks of fiscal 2024, respectively, as compared to the second quarter and first 26 weeks of fiscal 2023. Local case volume within our U.S. Foodservice segment increased 2.9% and 1.3% in the second quarter and first 26 weeks of fiscal 2024, respectively, as compared to the second quarter and first 26 weeks of fiscal 2023. This volume reflects our broadline and specialty businesses, except for our specialty meats and equipment businesses which are measured in different units.
We experienced inflation at a rate of 1.1% in the second quarter of fiscal 2024, at the total enterprise level, primarily driven by inflation in the meat and frozen categories. We continued to be successful in managing our inflation, resulting in an increase in gross profit dollars. Gross margin increased 21 and 28 basis points in the second quarter and first 26 weeks of fiscal 2024, respectively, as compared to the second quarter and first 26 weeks of fiscal 2023. This was primarily driven by higher volumes, the effective management of product cost fluctuations and progress from our strategic sourcing efforts. We expect total enterprise level inflation to be slightly positive in fiscal 2024.
Operating Expense Trends
Total operating expenses increased 3.9% and 3.6% during the second quarter and first 26 weeks of fiscal 2024, respectively, as compared to the second quarter and first 26 weeks of fiscal 2023, driven by increased volumes. We continued to improve the performance of our supply chain, while investing in colleague retention and training. These efficiency efforts are expected to continue to improve in fiscal 2024. We believe the advancements we are making in our physical capabilities, and the investments we are making in improved training, will provide higher service levels to our customers and strengthen Sysco’s ability to profitably increase market share.
Interest Expense Trends
Interest expense for fiscal 2024 is expected to increase by approximately $70 million, as compared to fiscal 2023, primarily due to higher debt associated with our acquisition of Edward Don.
Mergers and Acquisitions
We continue to focus on mergers and acquisitions as a part of our growth strategy, where we plan to reinforce our existing businesses, while cultivating new channels, new segments and new capabilities.
32

In the first quarter of fiscal 2024, we acquired BIX Produce Company, a leading produce specialty distributor based in Minnesota. This acquisition is expected to provide a strategic opportunity for specialty produce operations to expand its geographic footprint in an area of the country where it does not currently have operations. This company’s results are included within U.S. Foodservice Operations and were not material to our results for the second quarter and first 26 weeks of fiscal 2024.
In the second quarter of fiscal 2024, we acquired Edward Don, one of the largest kitchen equipment and supplies distributors, based out of Chicago. Edward Don has a robust supply chain that is expected to enable cost effective distribution of restaurant equipment and supplies. This acquisition further demonstrates our Recipe for Growth strategy of focusing on building strategic specialty platforms that help us better support restaurant and hospitality customers. This company’s results are included within the U.S. Foodservice Operations segment and were not material to our results for the second quarter and first 26 weeks of fiscal 2024.
Strategy
Our purpose is “Connecting the World to Share Food and Care for One Another.” Purpose driven companies are believed to perform better. We believe our purpose will assist us to grow substantially faster than the foodservice distribution industry and deliver profitable growth through our Recipe for Growth transformation. This growth transformation is supported by strategic pillars that we believe will allow us to better serve our customers, including our digital, products and solutions, supply chain, customer teams, and future horizons strategies.
Our various business transformation initiatives remain on track, including promoting our specialty programs for produce, protein and Italian products and our customer growth initiatives. Our strategic initiative to enable omni-channel inventory fulfillment is operating in our first test region, and we have made progress in expanding to deliveries six days a week. From these actions as a part of our Recipe for Growth, the benefits of our developing capabilities are apparent in the new customers we are winning and in the progress we are making toward increasing market share. We expect that, as our Recipe for Growth matures, the impact on our top-line growth will deliver profitable and consistent growth.
Results of Operations
The following table sets forth the components of our consolidated results of operations expressed as a percentage of sales for the periods indicated:

| 13-Week Period Ended |  | 26-Week Period Ended
| Dec. 30, 2023 |  | Dec. 31, 2022 |  | Dec. 30, 2023 |  | Dec. 31, 2022
Sales | 100.0 | % |  | 100.0 | % |  | 100.0 | % |  | 100.0 | %
Cost of sales | 81.8 |  |  | 82.0 |  |  | 81.6 |  |  | 81.9 |
Gross profit | 18.2 |  |  | 18.0 |  |  | 18.4 |  |  | 18.1 |
Operating expenses | 14.6 |  |  | 14.6 |  |  | 14.5 |  |  | 14.5 |
Operating income | 3.6 |  |  | 3.4 |  |  | 3.9 |  |  | 3.6 |
Interest expense | 0.8 |  |  | 0.7 |  |  | 0.8 |  |  | 0.7 |
Other expense (income), net | — |  |  | 1.7 |  |  | — |  |  | 0.8 |
Earnings before income taxes | 2.8 |  |  | 1.0 |  |  | 3.1 |  |  | 2.1 |
Income taxes | 0.6 |  |  | 0.2 |  |  | 0.7 |  |  | 0.5 |
Net earnings | 2.2 | % |  | 0.8 | % |  | 2.4 | % |  | 1.6 | %

33

The following table sets forth the change in the components of our consolidated results of operations expressed as a percentage increase or decrease over the comparable period in the prior year:

| 13-Week Period Ended |  | 26-Week Period Ended
| Dec. 30, 2023 |  | Dec. 30, 2023
Sales | 3.7 | % |  | 3.1 | %
Cost of sales | 3.5 |  |  | 2.8 |
Gross profit | 4.9 |  |  | 4.7 |
Operating expenses | 3.9 |  |  | 3.6 |
Operating income | 9.2 |  |  | 9.1 |
Interest expense | 13.4 |  |  | 10.9 |
Other expense (income), net (1) (2) | (98.4) |  |  | (96.6) |
Earnings before income taxes | 205.4 |  |  | 56.2 |
Income taxes | 248.6 |  |  | 73.5 |
Net earnings | 194.0 | % |  | 51.4 | %
Basic earnings per share | 192.9 | % |  | 51.7 | %
Diluted earnings per share | 192.9 |  |  | 52.1 |
Average shares outstanding | (0.6) |  |  | (0.6) |
Diluted shares outstanding | (0.8) |  |  | (0.7) |

(1) | Other expense (income), net was expense of $5.2 million and $330.3 million in the second quarter of fiscal 2024 and fiscal 2023, respectively.
(2) | Other expense (income), net was expense of $11.9 million and $348.1 million in the first 26 weeks of fiscal 2024 and fiscal 2023, respectively.

The following tables represent our results by reportable segments:

| 13-Week Period Ended Dec. 30, 2023
| U.S. Foodservice Operations |  | International Foodservice Operations |  | SYGMA |  | Other |  | Global Support Center |  | Consolidated Totals
| (In thousands)
Sales | $ | 13,494,443 |  |  | $ | 3,596,458 |  |  | $ | 1,913,715 |  |  | $ | 283,326 |  |  | $ | — |  |  | $ | 19,287,942 |
Sales increase (decrease) | 3.2 | % |  | 9.6 | % |  | (1.0) | % |  | (5.9) | % |  |  |  | 3.7 | %
Percentage of total | 70.0 | % |  | 18.6 | % |  | 9.9 | % |  | 1.5 | % |  |  |  | 100.0 | %
Operating income (loss) | $ | 839,036 |  |  | $ | 82,930 |  |  | $ | 16,346 |  |  | $ | 8,387 |  |  | $ | (246,656) |  |  | $ | 700,043 |
Operating income (loss) increase (decrease) | 7.4 | % |  | 44.4 | % |  | NM |  | (15.0) | % |  | 15.1 | % |  | 9.2 | %
Percentage of total segments | 88.6 | % |  | 8.8 | % |  | 1.7 | % |  | 0.9 | % |  |  |  | 100.0 | %
Operating income as a percentage of sales | 6.2 | % |  | 2.3 | % |  | 0.9 | % |  | 3.0 | % |  |  |  | 3.6 | %

| 13-Week Period Ended Dec. 31, 2022
| U.S. Foodservice Operations |  | International Foodservice Operations |  | SYGMA |  | Other |  | Global Support Center |  | Consolidated Totals
| (In thousands)
Sales | $ | 13,077,054 |  |  | $ | 3,282,411 |  |  | $ | 1,933,536 |  |  | $ | 300,952 |  |  | $ | — |  |  | $ | 18,593,953 |
Percentage of total | 70.3 | % |  | 17.7 | % |  | 10.4 | % |  | 1.6 | % |  |  |  | 100.0 | %
Operating income (loss) | $ | 780,968 |  |  | $ | 57,413 |  |  | $ | 6,847 |  |  | $ | 9,870 |  |  | $ | (214,275) |  |  | $ | 640,823 |
Percentage of total segments | 91.3 | % |  | 6.7 | % |  | 0.8 | % |  | 1.2 | % |  |  |  | 100.0 | %
Operating income as a percentage of sales | 6.0 | % |  | 1.7 | % |  | 0.4 | % |  | 3.3 | % |  |  |  | 3.4 | %

34

| 26-Week Period Ended Dec. 30, 2023
| U.S. Foodservice Operations |  | International Foodservice Operations |  | SYGMA |  | Other |  | Global Support Center |  | Consolidated Totals
| (In thousands)
Sales | $ | 27,218,242 |  |  | $ | 7,279,668 |  |  | $ | 3,819,729 |  |  | $ | 590,757 |  |  | $ | — |  |  | $ | 38,908,396 |
Sales increase (decrease) | 2.0 | % |  | 10.9 | % |  | (1.2) | % |  | (2.9) | % |  |  |  | 3.1 | %
Percentage of total | 70.0 | % |  | 18.7 | % |  | 9.8 | % |  | 1.5 | % |  |  |  | 100.0 | %
Operating income (loss) | $ | 1,780,007 |  |  | $ | 176,413 |  |  | $ | 29,113 |  |  | $ | 20,210 |  |  | $ | (502,118) |  |  | $ | 1,503,625 |
Operating income (loss) increase (decrease) | 5.5 | % |  | 22.2 | % |  | NM |  | (5.6) | % |  | 3.0 | % |  | 9.1 | %
Percentage of total segments | 88.7 | % |  | 8.8 | % |  | 1.5 | % |  | 1.0 | % |  |  |  | 100.0 | %
Operating income as a percentage of sales | 6.5 | % |  | 2.4 | % |  | 0.8 | % |  | 3.4 | % |  |  |  | 3.9 | %

| 26-Week Period Ended Dec. 31, 2022
| U.S. Foodservice Operations |  | International Foodservice Operations |  | SYGMA |  | Other |  | Global Support Center |  | Consolidated Totals
| (In thousands)
Sales | $ | 26,679,536 |  |  | $ | 6,566,146 |  |  | $ | 3,866,993 |  |  | $ | 608,108 |  |  | $ | — |  |  | $ | 37,720,783 |
Percentage of total | 70.7 | % |  | 17.4 | % |  | 10.3 | % |  | 1.6 | % |  |  |  | 100.0 | %
Operating income (loss) | $ | 1,686,679 |  |  | $ | 144,393 |  |  | $ | 12,544 |  |  | $ | 21,408 |  |  | $ | (487,400) |  |  | $ | 1,377,624 |
Percentage of total segments | 90.4 | % |  | 7.8 | % |  | 0.7 | % |  | 1.1 | % |  |  |  | 100.0 | %
Operating income as a percentage of sales | 6.3 | % |  | 2.2 | % |  | 0.3 | % |  | 3.5 | % |  |  |  | 3.7 | %

Based on information in Note 15, “Business Segment Information,” in the Notes to Consolidated Financial Statements in Item 1 of Part I of this Form 10-Q, in the second quarter and first 26 weeks of fiscal 2024, U.S. Foodservice Operations and International Foodservice Operations, collectively, represented approximately 88.6% and 88.7% of Sysco’s overall sales and 97.4% and 97.5% of total segment operating income, respectively. This illustrates that these segments represent a substantial majority of our total segment results when compared to other reportable segments.
Results of U.S. Foodservice Operations
The following tables set forth a summary of the components of operating income expressed as a percentage increase or decrease over the comparable period in the prior year:
35

| 13-Week Period Ended Dec. 30, 2023 |  | 13-Week Period Ended Dec. 31, 2022 |  | Change in Dollars |  | % Change
| (Dollars in thousands)
Sales | $ | 13,494,443 |  |  | $ | 13,077,054 |  |  | $ | 417,389 |  |  | 3.2 | %
Gross profit | 2,577,694 |  |  | 2,493,089 |  |  | 84,605 |  |  | 3.4 |
Operating expenses | 1,738,658 |  |  | 1,712,121 |  |  | 26,537 |  |  | 1.5 |
Operating income | $ | 839,036 |  |  | $ | 780,968 |  |  | $ | 58,068 |  |  | 7.4 | %
Gross profit | $ | 2,577,694 |  |  | $ | 2,493,089 |  |  | $ | 84,605 |  |  | 3.4 | %
Adjusted operating expenses (Non-GAAP) | 1,726,568 |  |  | 1,702,173 |  |  | 24,395 |  |  | 1.4 |
Adjusted operating income (Non-GAAP) | $ | 851,126 |  |  | $ | 790,916 |  |  | $ | 60,210 |  |  | 7.6 | %
| 26-Week Period Ended Dec. 30, 2023 |  | 26-Week Period Ended Dec. 31, 2022 |  | Change in Dollars |  | % Change
| (Dollars in thousands)
Sales | $ | 27,218,242 |  |  | $ | 26,679,536 |  |  | $ | 538,706 |  |  | 2.0 | %
Gross profit | 5,262,469 |  |  | 5,105,432 |  |  | 157,037 |  |  | 3.1 |
Operating expenses | 3,482,462 |  |  | 3,418,753 |  |  | 63,709 |  |  | 1.9 |
Operating income | $ | 1,780,007 |  |  | $ | 1,686,679 |  |  | $ | 93,328 |  |  | 5.5 | %
Gross profit | $ | 5,262,469 |  |  | $ | 5,105,432 |  |  | $ | 157,037 |  |  | 3.1 | %
Adjusted operating expenses (Non-GAAP) | 3,457,770 |  |  | 3,398,859 |  |  | 58,911 |  |  | 1.7 |
Adjusted operating income (Non-GAAP) | $ | 1,804,699 |  |  | $ | 1,706,573 |  |  | $ | 98,126 |  |  | 5.7 | %

Sales
The following table sets forth the percentage and dollar value increase or decrease in the major factors impacting sales as compared to the corresponding prior year period in order to demonstrate the cause and magnitude of change:

| Increase (Decrease) |  | Increase (Decrease)
| 13-Week Period |  | 26-Week Period
| (Dollars in millions) |  | (Dollars in millions)
Cause of change | Percentage |  | Dollars |  | Percentage |  | Dollars
Case volume (1) | 4.2 | % |  | $ | 541.4 |  |  | 2.7 | % |  | $ | 728.9 |
Deflation | (0.7) |  |  | (94.2) |  |  | (0.5) |  |  | (139.3) |
Other (2) | (0.3) |  |  | (29.8) |  |  | (0.2) |  |  | (50.9) |
Total change in sales | 3.2 | % |  | $ | 417.4 |  |  | 2.0 | % |  | $ | 538.7 |

(1) | Case volumes increased 3.4% and 2.5% compared to the second quarter and first 26 weeks of fiscal 2023, respectively. This volume increase resulted in a 4.2% and 2.7% increase in the dollar value of sales compared to the second quarter and first 26 weeks of fiscal 2023, respectively.
(2) | Case volume reflects our broadline and specialty businesses, with the exception of our specialty meats business, which measures its volume in pounds, and Edward Don. Any impact in volumes from these operations are included within “Other.”

The sales growth in our U.S. Foodservice Operations was fueled by volume growth. Case volumes from our U.S. Foodservice Operations increased 3.4% and 2.5% in the second quarter and first 26 weeks of fiscal 2024, respectively, as compared to the second quarter and first 26 weeks of fiscal 2023. This included a 2.9% increase in local customer case volume in the second quarter of fiscal 2024 and a 1.3% increase in the first 26 weeks of fiscal 2024.
36

Operating Income
The increase in operating income for the second quarter and first 26 weeks of fiscal 2024, respectively, as compared to the second quarter and first 26 weeks of fiscal 2023, was driven by gross profit dollar growth and case volume growth, partially offset by an increase in operating expenses.
Gross profit dollar growth in the second quarter and first 26 weeks of fiscal 2024, as compared to the second quarter and first 26 weeks of fiscal 2023, was driven primarily by case volume growth, improvements in supply chain productivity and our strategic sourcing efforts. The estimated change in product costs, an internal measure of inflation or deflation, decreased in the second quarter and first 26 weeks of fiscal 2024. Gross margin, which is gross profit as a percentage of sales, was 19.1% and 19.3% in the second quarter and first 26 weeks of fiscal 2024, respectively, for our U.S. Foodservice Operations, which was an increase of 4 basis points compared to gross margin of 19.1% in the second quarter of fiscal 2023, and an increase of 19 basis points compared to gross margin of 19.1% in the first 26 weeks of fiscal 2023.
The increase in operating expenses for the second quarter and first 26 weeks of fiscal 2024, as compared to the second quarter and first 26 weeks of fiscal 2023, was primarily driven by increased volumes.
37

Results of International Foodservice Operations
The following table sets forth a summary of the components of operating income and adjusted operating income expressed as a percentage increase or decrease over the comparable period in the prior year:

| 13-Week Period Ended Dec. 30, 2023 |  | 13-Week Period Ended Dec. 31, 2022 |  | Change in Dollars |  | % Change
| (Dollars in thousands)
Sales | $ | 3,596,458 |  |  | $ | 3,282,411 |  |  | $ | 314,047 |  |  | 9.6 | %
Gross profit | 708,100 |  |  | 624,460 |  |  | 83,640 |  |  | 13.4 |
Operating expenses | 625,170 |  |  | 567,047 |  |  | 58,123 |  |  | 10.3 |
Operating income | $ | 82,930 |  |  | $ | 57,413 |  |  | $ | 25,517 |  |  | 44.4 | %
Gross profit | $ | 708,100 |  |  | $ | 624,460 |  |  | $ | 83,640 |  |  | 13.4 | %
Adjusted operating expenses (Non-GAAP) | 605,720 |  |  | 545,789 |  |  | 59,931 |  |  | 11.0 |
Adjusted operating income (Non-GAAP) | $ | 102,380 |  |  | $ | 78,671 |  |  | $ | 23,709 |  |  | 30.1 | %
Sales on a constant currency basis (Non-GAAP) | $ | 3,491,860 |  |  | $ | 3,282,411 |  |  | $ | 209,449 |  |  | 6.4 | %
Gross profit on a constant currency basis (Non-GAAP) | 683,974 |  |  | 624,460 |  |  | 59,514 |  |  | 9.5 |
Adjusted operating expenses on a constant currency basis (Non-GAAP) | 583,393 |  |  | 545,789 |  |  | 37,604 |  |  | 6.9 |
Adjusted operating income on a constant currency basis (Non-GAAP) | $ | 100,581 |  |  | $ | 78,671 |  |  | $ | 21,910 |  |  | 27.9 | %
| 26-Week Period Ended Dec. 30, 2023 |  | 26-Week Period Ended Dec. 31, 2022 |  | Change in Dollars |  | % Change
| (Dollars in thousands)
Sales | $ | 7,279,668 |  |  | $ | 6,566,146 |  |  | $ | 713,522 |  |  | 10.9 | %
Gross profit | 1,440,139 |  |  | 1,273,725 |  |  | 166,414 |  |  | 13.1 |
Operating expenses | 1,263,726 |  |  | 1,129,332 |  |  | 134,394 |  |  | 11.9 |
Operating income | $ | 176,413 |  |  | $ | 144,393 |  |  | $ | 32,020 |  |  | 22.2 | %
Gross profit | $ | 1,440,139 |  |  | $ | 1,273,725 |  |  | $ | 166,414 |  |  | 13.1 | %
Adjusted operating expenses (Non-GAAP) | 1,221,576 |  |  | 1,088,153 |  |  | 133,423 |  |  | 12.3 |
Adjusted operating income (Non-GAAP) | $ | 218,563 |  |  | $ | 185,572 |  |  | $ | 32,991 |  |  | 17.8 | %
Sales on a constant currency basis (Non-GAAP) | $ | 7,069,567 |  |  | $ | 6,566,146 |  |  | $ | 503,421 |  |  | 7.7 | %
Gross profit on a constant currency basis (Non-GAAP) | 1,389,302 |  |  | 1,273,725 |  |  | 115,577 |  |  | 9.1 |
Adjusted operating expenses on a constant currency basis (Non-GAAP) | 1,173,833 |  |  | 1,088,153 |  |  | 85,680 |  |  | 7.9 |
Adjusted operating income on a constant currency basis (Non-GAAP) | $ | 215,469 |  |  | $ | 185,572 |  |  | $ | 29,897 |  |  | 16.1 | %

38

Sales
The following tables set forth the percentage and dollar value increase or decrease in the major components impacting sales as compared to the corresponding prior year period in order to demonstrate the cause and magnitude of change.

| Increase (Decrease) |  | Increase (Decrease)
| 13-Week Period |  | 26-Week Period
| (Dollars in millions) |  | (Dollars in millions)
Cause of change | Percentage |  | Dollars |  | Percentage |  | Dollars
Inflation | 3.7 | % |  | $ | 122.4 |  |  | 5.6 | % |  | $ | 370.6 |
Foreign currency | 3.2 |  |  | 104.6 |  |  | 3.2 |  |  | 210.1 |
Other (1) | 2.7 |  |  | 87.0 |  |  | 2.1 |  |  | 132.8 |
Total change in sales | 9.6 | % |  | $ | 314.0 |  |  | 10.9 | % |  | $ | 713.5 |

(1) | The impact of volumes as a component of sales growth from international operations are included within “Other.” Volume in our foreign operations includes volume metrics that differ from country to country and cannot be aggregated on a consistent, comparable basis.

Sales for the second quarter and first 26 weeks of fiscal 2024 were higher, as compared to the second quarter and first 26 weeks of fiscal 2023, due to inflation, a positive impact of foreign currency translation, and an improvement in volume primarily attributable to our Recipe for Growth initiatives.
Operating Income
The increase in operating income for the second quarter and first 26 weeks of fiscal 2024, as compared to the second quarter and first 26 weeks of fiscal 2023, was due to the continuing increase in sales volumes, along with specific efforts to optimize our gross profit, including the ability to effectively manage product cost fluctuations, incremental progress from our strategic sourcing efforts and local case volume growth.
The increase in gross profit dollars in the second quarter and first 26 weeks of fiscal 2024, as compared to the second quarter and first 26 weeks of fiscal 2023, was attributable to the increase in sales volume and the management of inflation, along with specific efforts to optimize our gross profit dollars.
The increase in operating expenses for the second quarter and first 26 weeks of fiscal 2024, as compared to the second quarter and first 26 weeks of fiscal 2023, was primarily due to increased volumes, colleague-related costs and the impact of foreign currency translation.
Results of SYGMA and Other Segment
For SYGMA, sales were 1.0% and 1.2% lower in the second quarter and first 26 weeks of fiscal 2024, respectively, as compared to the second quarter and first 26 weeks of fiscal 2023, primarily driven by the planned exit of customers that did not meet our disciplined profit thresholds. Operating income increased by $9.5 million and $16.6 million in the second quarter and first 26 weeks of fiscal 2024, respectively, as compared to the second quarter and first 26 weeks of fiscal 2023, due to decreases in operating expenses driven by the planned exit of customers.
For the operations that are grouped within Other, operating income decreased $1.5 million and $1.2 million in the second quarter and first 26 weeks of fiscal 2024, respectively, as compared to the second quarter and first 26 weeks of fiscal 2023. The operations of this group mainly consist of our hospitality business, Guest Worldwide.
Global Support Center Expenses
Our Global Support Center generally includes all expenses of the corporate office and Sysco’s shared service operations. These expenses in the second quarter of fiscal 2024 increased $34.4 million, or 15.7%, as compared to the second quarter of fiscal 2023, primarily due to increases in self-insurance reserves and colleague-related costs. These expenses in the first 26 weeks of fiscal 2024 increased $24.4 million, or 5.0%, as compared to the first 26 weeks of fiscal 2023, primarily due to increases in self-insurance reserves, colleague-related costs, and depreciation expense, partially offset by decreases in fuel hedging program expenses.
39

Included in Global Support Center expenses are Certain Items that totaled $13.3 million and $28.7 million in the second quarter and first 26 weeks of fiscal 2024, as compared to $10.2 million and $16.3 million in the second quarter and first 26 weeks of fiscal 2023, respectively. Certain Items impacting the second quarter and first 26 weeks of fiscal 2024 were primarily expenses associated with our business technology transformation initiatives and expenses associated with acquisitions. Certain Items impacting the second quarter and the first 26 weeks of fiscal 2023 were primarily expenses associated with our business technology transformation initiatives.
Interest Expense
Interest expense increased $17.6 million and $27.8 million for the second quarter and first 26 weeks of fiscal 2024, respectively, as compared to the second quarter and first 26 weeks of fiscal 2023. The increase was primarily due to new issuances of senior notes, an increase in commercial paper borrowing activity and increased interest rates on borrowings.
Other income and expense
Other expense, net decreased $325.1 million and $336.2 million for the second quarter and first 26 weeks of fiscal 2024, respectively, as compared to the second quarter and first 26 weeks of fiscal 2023, primarily due to a one-time pension settlement charge that was incurred in the second quarter and first 26 weeks of fiscal 2023 and an increase in interest income earned in the second quarter and first 26 weeks of fiscal 2024.
Net Earnings
Net earnings increased 194.0% and 51.4% in the second quarter and first 26 weeks of fiscal 2024, respectively, as compared to the second quarter and first 26 weeks of fiscal 2023, primarily due to the items noted above for operating income and other expense, as well as items impacting our income taxes that are discussed in Note 13, “Income Taxes,” in the Notes to Consolidated Financial Statements in Item 1 of Part I of this Form 10-Q. Adjusted net earnings, excluding Certain Items, increased 10.1% and 10.0% in the second quarter and first 26 weeks of fiscal 2024, respectively, primarily due to an increase in sales volume.
Earnings Per Share
Basic earnings per share in the second quarter of fiscal 2024 were $0.82, a 192.9% increase from the comparable prior year amount of $0.28 per share. Diluted earnings per share in the second quarter of fiscal 2024 were $0.82, a 192.9% increase from the comparable prior year period amount of $0.28 per share. Adjusted diluted earnings per share, excluding Certain Items, in the second quarter of fiscal 2024 were $0.89, an 11.3% increase from the comparable prior year amount of $0.80 per share.
Basic earnings per share in the first 26 weeks of fiscal 2024 were $1.82, a 51.7% increase from the comparable prior year amount of $1.20 per share. Diluted earnings per share in the first 26 weeks of fiscal 2024 were $1.81, a 52.1% increase from the comparable prior year amount of $1.19 per share. Adjusted diluted earnings per share, excluding Certain Items, in the first 26 weeks of fiscal 2024 were $1.96, an 11.4% increase from the comparable prior year amount of $1.76 per share.
40

Non-GAAP Reconciliations

The discussion of our results includes certain non-GAAP financial measures, including EBITDA and adjusted EBITDA, that we believe provide important perspective with respect to underlying business trends. Other than EBITDA and free cash flow, any non-GAAP financial measures will be denoted as adjusted measures to remove (1) restructuring charges; (2) expenses associated with our various transformation initiatives; (3) severance charges; and (4) acquisition-related costs consisting of: (a) intangible amortization expense and (b) acquisition costs and due diligence costs related to our acquisitions. Our results for fiscal 2023 were also impacted by adjustments to a product return allowance pertaining to COVID-related personal protection equipment inventory, a pension settlement charge that resulted from the purchase of a nonparticipating single premium group annuity contract that transferred defined benefit plan obligations to an insurer and the reduction of bad debt expense previously recognized in fiscal 2020 due to the impact of the COVID-19 pandemic on the collectability of our pre-pandemic trade receivable balances.
The results of our operations can be impacted due to changes in exchange rates applicable in converting local currencies to U.S. dollars. We measure our results on a constant currency basis. Constant currency operating results are calculated by translating current-period local currency operating results with the currency exchange rates used to translate the financial statements in the comparable prior-year period to determine what the current-period U.S. dollar operating results would have been if the currency exchange rate had not changed from the comparable prior-year period.
Management believes that adjusting its operating expenses, operating income, net earnings and diluted earnings per share to remove these Certain Items and presenting its results on a constant currency basis provides an important perspective with respect to our underlying business trends and results. It provides meaningful supplemental information to both management and investors that (1) is indicative of the performance of the company’s underlying operations and (2) facilitates comparisons on a year-over-year basis.
Sysco has a history of growth through acquisitions and excludes from its non-GAAP financial measures the impact of acquisition-related intangible amortization, acquisition costs and due-diligence costs for those acquisitions. We believe this approach significantly enhances the comparability of Sysco’s results for fiscal year 2024 and fiscal year 2023.
Set forth on the following page is a reconciliation of sales, operating expenses, operating income, other (income) expense, net earnings and diluted earnings per share to adjusted results for these measures for the periods presented. Individual components of diluted earnings per share may not be equal to the total presented when added due to rounding. Adjusted diluted earnings per share is calculated using adjusted net earnings divided by diluted shares outstanding.

41

| 13-Week Period Ended Dec. 30, 2023 |  | 13-Week Period Ended Dec. 31, 2022 |  | Change in Dollars |  | %/bps Change
Sales (GAAP) | $ | 19,287,942 |  |  | $ | 18,593,953 |  |  | $ | 693,989 |  |  | 3.7 | %
Impact of currency fluctuations (1) | (104,758) |  |  | — |  |  | (104,758) |  |  | (0.5) |
Comparable sales using a constant currency basis (Non-GAAP) | $ | 19,183,184 |  |  | $ | 18,593,953 |  |  | $ | 589,231 |  |  | 3.2 | %
Cost of sales (GAAP) | $ | 15,774,309 |  |  | $ | 15,244,337 |  |  | $ | 529,972 |  |  | 3.5 | %
Gross profit (GAAP) | $ | 3,513,633 |  |  | $ | 3,349,616 |  |  | $ | 164,017 |  |  | 4.9 | %
Impact of currency fluctuations (1) | (24,183) |  |  | — |  |  | (24,183) |  |  | (0.7) |
Comparable gross profit adjusted for Certain Items using a constant currency basis (Non-GAAP) | $ | 3,489,450 |  |  | $ | 3,349,616 |  |  | $ | 139,834 |  |  | 4.2 | %
Gross margin (GAAP) | 18.22 | % |  | 18.01 | % |  |  |  | 21 bps
Impact of currency fluctuations (1) | (0.03) |  |  | — |  |  |  |  | -3 bps
Comparable gross margin adjusted for Certain Items using a constant currency basis (Non-GAAP) | 18.19 | % |  | 18.01 | % |  |  |  | 18 bps
Operating expenses (GAAP) | $ | 2,813,590 |  |  | $ | 2,708,793 |  |  | $ | 104,797 |  |  | 3.9 | %
Impact of restructuring and transformational project costs (2) | (13,500) |  |  | (14,388) |  |  | 888 |  |  | 6.2 |
Impact of acquisition-related costs (3) | (31,341) |  |  | (28,960) |  |  | (2,381) |  |  | (8.2) |
Impact of bad debt reserve adjustments (4) | — |  |  | 1,923 |  |  | (1,923) |  |  | NM
Operating expenses adjusted for Certain Items (Non-GAAP) | 2,768,749 |  |  | 2,667,368 |  |  | 101,381 |  |  | 3.8 |
Impact of currency fluctuations (1) | (23,102) |  |  | — |  |  | (23,102) |  |  | (0.9) |
Comparable operating expenses adjusted for Certain Items using a constant currency basis (Non-GAAP) | $ | 2,745,647 |  |  | $ | 2,667,368 |  |  | $ | 78,279 |  |  | 2.9 | %
Operating expense as a percentage of sales (GAAP) | 14.59 | % |  | 14.57 | % |  |  |  | 2 bps
Impact of certain item adjustments | (0.24) |  |  | (0.22) |  |  |  |  | -2 bps
Adjusted operating expense as a percentage of sales (Non-GAAP) | 14.35 | % |  | 14.35 | % |  |  |  | 0 bps
Operating income (GAAP) | $ | 700,043 |  |  | $ | 640,823 |  |  | $ | 59,220 |  |  | 9.2 | %
Impact of restructuring and transformational project costs (2) | 13,500 |  |  | 14,388 |  |  | (888) |  |  | (6.2) |
Impact of acquisition-related costs (3) | 31,341 |  |  | 28,960 |  |  | 2,381 |  |  | 8.2 |
Impact of bad debt reserve adjustments (4) | — |  |  | (1,923) |  |  | 1,923 |  |  | NM
Operating income adjusted for Certain Items (Non-GAAP) | 744,884 |  |  | 682,248 |  |  | 62,636 |  |  | 9.2 |
Impact of currency fluctuations (1) | (1,081) |  |  | — |  |  | (1,081) |  |  | (0.2) |
Comparable operating income adjusted for Certain Items using a constant currency basis (Non-GAAP) | $ | 743,803 |  |  | $ | 682,248 |  |  | $ | 61,555 |  |  | 9.0 | %
Operating margin (GAAP) | 3.63 | % |  | 3.45 | % |  |  |  | 18 bps
Operating margin adjusted for Certain Items (Non-GAAP) | 3.86 | % |  | 3.67 | % |  |  |  | 19 bps
Operating margin adjusted for Certain Items using a constant currency basis (Non-GAAP) | 3.88 | % |  | 3.67 | % |  |  |  | 21 bps
Other expense (GAAP) | $ | 5,245 |  |  | $ | 330,305 |  |  | $ | (325,060) |  |  | (98.4) | %
Impact of other non-routine gains and losses (5) | — |  |  | (314,878) |  |  | 314,878 |  |  | NM
Other expense adjusted for Certain Items (Non-GAAP) | $ | 5,245 |  |  | $ | 15,427 |  |  | $ | (10,182) |  |  | (66.0) | %

42

| 13-Week Period Ended Dec. 30, 2023 |  | 13-Week Period Ended Dec. 31, 2022 |  | Change in Dollars |  | %/bps Change
Net earnings (GAAP) | $ | 415,242 |  |  | $ | 141,216 |  |  | $ | 274,026 |  |  | NM
Impact of restructuring and transformational project costs (2) | 13,500 |  |  | 14,388 |  |  | (888) |  |  | (6.2) |
Impact of acquisition-related costs (3) | 31,341 |  |  | 28,960 |  |  | 2,381 |  |  | 8.2 |
Impact of bad debt reserve adjustments (4) | — |  |  | (1,923) |  |  | 1,923 |  |  | NM
Impact of other non-routine gains and losses (5) | — |  |  | 314,878 |  |  | (314,878) |  |  | NM
Tax impact of restructuring and transformational project costs (6) | (3,335) |  |  | (3,618) |  |  | 283 |  |  | 7.8 |
Tax impact of acquisition-related costs (6) | (7,744) |  |  | (7,283) |  |  | (461) |  |  | (6.3) |
Tax impact of bad debt reserves adjustments (6) | — |  |  | 484 |  |  | (484) |  |  | NM
Tax impact of other non-routine gains and losses (6) | — |  |  | (79,185) |  |  | 79,185 |  |  | NM
Net earnings adjusted for Certain Items (Non-GAAP) | $ | 449,004 |  |  | $ | 407,917 |  |  | $ | 41,087 |  |  | 10.1 | %
Diluted earnings per share (GAAP) | $ | 0.82 |  |  | $ | 0.28 |  |  | $ | 0.54 |  |  | NM
Impact of restructuring and transformational project costs (2) | 0.03 |  |  | 0.03 |  |  | — |  |  | — |
Impact of acquisition-related costs (3) | 0.06 |  |  | 0.06 |  |  | — |  |  | — |
Impact of other non-routine gains and losses (5) | — |  |  | 0.62 |  |  | (0.62) |  |  | NM
Tax impact of restructuring and transformational project costs (6) | (0.01) |  |  | (0.01) |  |  | — |  |  | — |
Tax impact of acquisition-related costs (6) | (0.02) |  |  | (0.01) |  |  | (0.01) |  |  | (100.0) |
Tax impact of other non-routine gains and losses (6) | — |  |  | (0.16) |  |  | 0.16 |  |  | NM
Diluted earnings per share adjusted for Certain Items (Non-GAAP) (7) | $ | 0.89 |  |  | $ | 0.80 |  |  | $ | 0.09 |  |  | 11.3 | %

43

(1) | Represents a constant currency adjustment, which eliminates the impact of foreign currency fluctuations on the current year results.
(2) | Fiscal 2024 includes $2 million related to restructuring and severance charges and $11 million related to various transformation initiative costs, primarily consisting of changes to our business technology strategy. Fiscal 2023 includes $5 million related to restructuring and severance charges and $9 million related to various transformation initiative costs, primarily consisting of changes to our business technology strategy.
(3) | Fiscal 2024 includes $29 million of intangible amortization expense and $2 million in acquisition and due diligence costs. Fiscal 2023 includes $26 million of intangible amortization expense and $3 million in acquisition and due diligence costs.
(4) | Fiscal 2023 represents the reduction of bad debt charges previously taken on pre-pandemic trade receivable balances in fiscal 2020.
(5) | Fiscal 2023 primarily represents a pension settlement charge of $315 million that resulted from the purchase of a nonparticipating single premium group annuity contract that transferred defined benefit plan obligations to an insurer.
(6) | The tax impact of adjustments for Certain Items are calculated by multiplying the pretax impact of each Certain Item by the statutory rates in effect for each jurisdiction where the Certain Item was incurred.
(7) | Individual components of diluted earnings per share may not equal the total presented when added due to rounding. Total diluted earnings per share is calculated using adjusted net earnings divided by diluted shares outstanding.
NM | Represents that the percentage change is not meaningful.

44

| 26-Week Period Ended Dec. 30, 2023 |  | 26-Week Period Ended Dec. 31, 2022 |  | Change in Dollars |  | %/bps Change
Sales (GAAP) | $ | 38,908,396 |  |  | $ | 37,720,783 |  |  | $ | 1,187,613 |  |  | 3.1 | %
Impact of currency fluctuations (1) | (208,824) |  |  | — |  |  | (208,824) |  |  | (0.5) |
Comparable sales using a constant currency basis (Non-GAAP) | $ | 38,699,572 |  |  | $ | 37,720,783 |  |  | $ | 978,789 |  |  | 2.6 | %
Cost of sales (GAAP) | $ | 31,746,991 |  |  | $ | 30,882,312 |  |  | $ | 864,679 |  |  | 2.8 | %
Impact of inventory valuation adjustment (2) | — |  |  | 2,571 |  |  | (2,571) |  |  | — |
Cost of sales adjusted for Certain Items (Non-GAAP) | $ | 31,746,991 |  |  | $ | 30,884,883 |  |  | $ | 862,108 |  |  | 2.8 | %
Gross profit (GAAP) | $ | 7,161,405 |  |  | $ | 6,838,471 |  |  | $ | 322,934 |  |  | 4.7 | %
Impact of inventory valuation adjustment (2) | — |  |  | (2,571) |  |  | 2,571 |  |  | 0.1 |
Gross profit adjusted for Certain Items (Non-GAAP) | 7,161,405 |  |  | 6,835,900 |  |  | 325,505 |  |  | 4.8 |
Impact of currency fluctuations (1) | (50,367) |  |  | — |  |  | (50,367) |  |  | (0.8) |
Comparable gross profit adjusted for Certain Items using a constant currency basis (Non-GAAP) | $ | 7,111,038 |  |  | $ | 6,835,900 |  |  | $ | 275,138 |  |  | 4.0 | %
Gross margin (GAAP) | 18.41 | % |  | 18.13 | % |  |  |  | 28 bps
Impact of inventory valuation adjustment (2) | — |  |  | (0.01) |  |  |  |  | 1 bps
Gross margin adjusted for Certain Items (Non-GAAP) | 18.41 |  |  | 18.12 |  |  |  |  | 29 bps
Impact of currency fluctuations (1) | (0.04) |  |  | — |  |  |  |  | -4 bps
Comparable gross margin adjusted for Certain Items using a constant currency basis (Non-GAAP) | 18.37 | % |  | 18.12 | % |  |  |  | 25 bps
Operating expenses (GAAP) | $ | 5,657,780 |  |  | $ | 5,460,847 |  |  | $ | 196,933 |  |  | 3.6 | %
Impact of restructuring and transformational project costs (3) | (33,175) |  |  | (26,034) |  |  | (7,141) |  |  | (27.4) |
Impact of acquisition-related costs (4) | (62,379) |  |  | (58,415) |  |  | (3,964) |  |  | (6.8) |
Impact of bad debt reserve adjustments (5) | — |  |  | 4,515 |  |  | (4,515) |  |  | NM
Operating expenses adjusted for Certain Items (Non-GAAP) | 5,562,226 |  |  | 5,380,913 |  |  | 181,313 |  |  | 3.4 |
Impact of currency fluctuations (1) | (48,940) |  |  | — |  |  | (48,940) |  |  | (0.9) |
Comparable operating expenses adjusted for Certain Items using a constant currency basis (Non-GAAP) | $ | 5,513,286 |  |  | $ | 5,380,913 |  |  | $ | 132,373 |  |  | 2.5 | %
Operating expense as a percentage of sales (GAAP) | 14.54 | % |  | 14.48 | % |  |  |  | 6 bps
Impact of certain item adjustments | (0.24) |  |  | (0.21) |  |  |  |  | -3 bps
Adjusted operating expense as a percentage of sales (Non-GAAP) | 14.30 | % |  | 14.27 | % |  |  |  | 3 bps
Operating income (GAAP) | $ | 1,503,625 |  |  | $ | 1,377,624 |  |  | $ | 126,001 |  |  | 9.1 | %
Impact of inventory valuation adjustment (2) | — |  |  | (2,571) |  |  | 2,571 |  |  | NM
Impact of restructuring and transformational project costs (3) | 33,175 |  |  | 26,034 |  |  | 7,141 |  |  | 27.4 |
Impact of acquisition-related costs (4) | 62,379 |  |  | 58,415 |  |  | 3,964 |  |  | 6.8 |
Impact of bad debt reserve adjustments (5) | — |  |  | (4,515) |  |  | 4,515 |  |  | NM
Operating income adjusted for Certain Items (Non-GAAP) | 1,599,179 |  |  | 1,454,987 |  |  | 144,192 |  |  | 9.9 |
Impact of currency fluctuations (1) | (1,427) |  |  | — |  |  | (1,427) |  |  | (0.1) |
Comparable operating income adjusted for Certain Items using a constant currency basis (Non-GAAP) | $ | 1,597,752 |  |  | $ | 1,454,987 |  |  | $ | 142,765 |  |  | 9.8 | %

45

| 26-Week Period Ended Dec. 30, 2023 |  | 26-Week Period Ended Dec. 31, 2022 |  | Change in Dollars |  | %/bps Change
Other expense (GAAP) | $ | 11,885 |  |  | $ | 348,054 |  |  | $ | (336,169) |  |  | (96.6) | %
Impact of other non-routine gains and losses (6) | — |  |  | (314,878) |  |  | 314,878 |  |  | NM
Other expense adjusted for Certain Items (Non-GAAP) | $ | 11,885 |  |  | $ | 33,176 |  |  | $ | (21,291) |  |  | (64.2) | %
Net earnings (GAAP) | $ | 918,634 |  |  | $ | 606,784 |  |  | $ | 311,850 |  |  | 51.4 | %
Impact of inventory valuation adjustment (2) | — |  |  | (2,571) |  |  | 2,571 |  |  | NM
Impact of restructuring and transformational project costs (3) | 33,175 |  |  | 26,034 |  |  | 7,141 |  |  | 27.4 |
Impact of acquisition-related costs (4) | 62,379 |  |  | 58,415 |  |  | 3,964 |  |  | 6.8 |
Impact of bad debt reserve adjustments (5) | — |  |  | (4,515) |  |  | 4,515 |  |  | NM
Impact of other non-routine gains and losses (6) | — |  |  | 314,878 |  |  | (314,878) |  |  | NM
Tax impact of inventory valuation adjustment (7) | — |  |  | 646 |  |  | (646) |  |  | NM
Tax impact of restructuring and transformational project costs (7) | (8,184) |  |  | (6,538) |  |  | (1,646) |  |  | (25.2) |
Tax impact of acquisition-related costs (7) | (15,388) |  |  | (14,670) |  |  | (718) |  |  | (4.9) |
Tax impact of bad debt reserves adjustments (7) | — |  |  | 1,134 |  |  | (1,134) |  |  | NM
Tax impact of other non-routine gains and losses (7) | — |  |  | (79,075) |  |  | 79,075 |  |  | NM
Net earnings adjusted for Certain Items (Non-GAAP) | $ | 990,616 |  |  | $ | 900,522 |  |  | $ | 90,094 |  |  | 10.0 | %
Diluted earnings per share (GAAP) | $ | 1.81 |  |  | $ | 1.19 |  |  | $ | 0.62 |  |  | 52.1 | %
Impact of inventory valuation adjustment (2) | — |  |  | (0.01) |  |  | 0.01 |  |  | NM
Impact of restructuring and transformational project costs (3) | 0.07 |  |  | 0.05 |  |  | 0.02 |  |  | 40.0 |
Impact of acquisition-related costs (4) | 0.12 |  |  | 0.11 |  |  | 0.01 |  |  | 9.1 |
Impact of bad debt reserve adjustments (5) | — |  |  | (0.01) |  |  | 0.01 |  |  | NM
Impact of other non-routine gains and losses (6) | — |  |  | 0.62 |  |  | (0.62) |  |  | NM
Tax impact of restructuring and transformational project costs (7) | (0.02) |  |  | (0.01) |  |  | (0.01) |  |  | (100.0) |
Tax impact of acquisition-related costs (7) | (0.03) |  |  | (0.03) |  |  | — |  |  | — |
Tax impact of other non-routine gains and losses (7) | — |  |  | (0.15) |  |  | 0.15 |  |  | NM
Diluted earnings per share adjusted for Certain Items (Non-GAAP) (8) | $ | 1.96 |  |  | $ | 1.76 |  |  | $ | 0.20 |  |  | 11.4 | %

(1) | Represents a constant currency adjustment which eliminates the impact of foreign currency fluctuations on the current year results.
(2) | Fiscal 2023 represents an adjustment to a product return allowance related to COVID-related personal protection equipment inventory.
(3) | Fiscal 2024 includes $8 million related to restructuring and severance charges and $25 million related to various transformation initiative costs, primarily consisting of changes to our business technology strategy. Fiscal 2023 includes $10 million related to restructuring and severance charges and $16 million related to various transformation initiative costs, primarily consisting of changes to our business technology strategy.
(4) | Fiscal 2024 includes $57 million of intangible amortization expense and $5 million in acquisition and due diligence costs. Fiscal 2023 includes $52 million of intangible amortization expense and $6 million in acquisition and due diligence costs.
(5) | Fiscal 2023 represents the reduction of bad debt charges previously taken on pre-pandemic trade receivable balances in fiscal 2020.
(6) | Fiscal 2023 primarily includes a pension settlement charge of $315 million that resulted from the purchase of a nonparticipating single premium group annuity contract that transferred defined benefit plan obligations to an insurer.
(7) | The tax impact of adjustments for Certain Items is calculated by multiplying the pretax impact of each Certain Item by the statutory rates in effect for each jurisdiction where the Certain Item was incurred.
(8) | Individual components of diluted earnings per share may not add up to the total presented due to rounding. Total diluted earnings per share is calculated using adjusted net earnings divided by diluted shares outstanding.
NM | Represents that the percentage change is not meaningful.

46

| 13-Week Period Ended Dec. 30, 2023 |  | 13-Week Period Ended Dec. 31, 2022 |  | Change in Dollars |  | %/bps Change
U.S. FOODSERVICE OPERATIONS |  |  |  |  |  |  |
Operating expenses (GAAP) | $ | 1,738,658 |  |  | $ | 1,712,121 |  |  | $ | 26,537 |  |  | 1.5 | %
Impact of restructuring and transformational project costs | (65) |  |  | (92) |  |  | 27 |  |  | 29.3 |
Impact of acquisition-related costs (1) | (12,025) |  |  | (11,514) |  |  | (511) |  |  | (4.4) |
Impact of bad debt reserve adjustments (2) | — |  |  | 1,658 |  |  | (1,658) |  |  | NM
Operating expenses adjusted for Certain Items (Non-GAAP) | $ | 1,726,568 |  |  | $ | 1,702,173 |  |  | $ | 24,395 |  |  | 1.4 | %
Operating income (GAAP) | $ | 839,036 |  |  | $ | 780,968 |  |  | $ | 58,068 |  |  | 7.4 | %
Impact of restructuring and transformational project costs | 65 |  |  | 92 |  |  | (27) |  |  | (29.3) |
Impact of acquisition-related costs (1) | 12,025 |  |  | 11,514 |  |  | 511 |  |  | 4.4 |
Impact of bad debt reserve adjustments (2) | — |  |  | (1,658) |  |  | 1,658 |  |  | NM
Operating income adjusted for Certain Items (Non-GAAP) | $ | 851,126 |  |  | $ | 790,916 |  |  | $ | 60,210 |  |  | 7.6 | %
INTERNATIONAL FOODSERVICE OPERATIONS |  |  |  |  |  |  |
Sales (GAAP) | $ | 3,596,458 |  |  | $ | 3,282,411 |  |  | $ | 314,047 |  |  | 9.6 | %
Impact of currency fluctuations (3) | (104,598) |  |  | — |  |  | (104,598) |  |  | (3.2) |
Comparable sales using a constant currency basis (Non-GAAP) | $ | 3,491,860 |  |  | $ | 3,282,411 |  |  | $ | 209,449 |  |  | 6.4 | %
Gross profit (GAAP) | $ | 708,100 |  |  | $ | 624,460 |  |  | $ | 83,640 |  |  | 13.4 | %
Impact of currency fluctuations (3) | (24,126) |  |  | — |  |  | (24,126) |  |  | (3.9) |
Comparable gross profit using a constant currency basis (Non-GAAP) | $ | 683,974 |  |  | $ | 624,460 |  |  | $ | 59,514 |  |  | 9.5 | %
Gross margin (GAAP) | 19.69 | % |  | 19.02 | % |  |  |  | 67 bps
Impact of currency fluctuations (3) | (0.10) |  |  | — |  |  |  |  | -10 bps
Comparable gross margin using a constant currency basis (Non-GAAP) | 19.59 | % |  | 19.02 | % |  |  |  | 57 bps
Operating expenses (GAAP) | $ | 625,170 |  |  | $ | 567,047 |  |  | $ | 58,123 |  |  | 10.3 | %
Impact of restructuring and transformational project costs (4) | (2,603) |  |  | (5,588) |  |  | 2,985 |  |  | 53.4 |
Impact of acquisition-related costs (5) | (16,847) |  |  | (15,935) |  |  | (912) |  |  | (5.7) |
Impact of bad debt reserve adjustments (2) | — |  |  | 265 |  |  | (265) |  |  | NM
Operating expenses adjusted for Certain Items (Non-GAAP) | 605,720 |  |  | 545,789 |  |  | 59,931 |  |  | 11.0 |
Impact of currency fluctuations (3) | (22,327) |  |  | — |  |  | (22,327) |  |  | (4.1) |
Comparable operating expenses adjusted for Certain Items using a constant currency basis (Non-GAAP) | $ | 583,393 |  |  | $ | 545,789 |  |  | $ | 37,604 |  |  | 6.9 | %
Operating income (GAAP) | $ | 82,930 |  |  | $ | 57,413 |  |  | $ | 25,517 |  |  | 44.4 | %
Impact of restructuring and transformational project costs (4) | 2,603 |  |  | 5,588 |  |  | (2,985) |  |  | (53.4) |
Impact of acquisition-related costs (5) | 16,847 |  |  | 15,935 |  |  | 912 |  |  | 5.7 |
Impact of bad debt reserve adjustments (2) | — |  |  | (265) |  |  | 265 |  |  | NM
Operating income adjusted for Certain Items (Non-GAAP) | 102,380 |  |  | 78,671 |  |  | 23,709 |  |  | 30.1 |
Impact of currency fluctuations (3) | (1,799) |  |  | — |  |  | (1,799) |  |  | (2.2) |
Comparable operating income adjusted for Certain Items using a constant currency basis (Non-GAAP) | $ | 100,581 |  |  | $ | 78,671 |  |  | $ | 21,910 |  |  | 27.9 | %
SYGMA |  |  |  |  |  |  |
Operating expenses (GAAP) | $ | 132,161 |  |  | $ | 143,614 |  |  | $ | (11,453) |  |  | (8.0) | %
Operating income (GAAP) | 16,346 |  |  | 6,847 |  |  | 9,499 |  |  | NM
OTHER |  |  |  |  |  |  |
Operating expenses (GAAP) | $ | 64,620 |  |  | $ | 67,441 |  |  | $ | (2,821) |  |  | (4.2) | %
Operating income (GAAP) | 8,387 |  |  | 9,870 |  |  | (1,483) |  |  | (15.0) |

47

| 13-Week Period Ended Dec. 30, 2023 |  | 13-Week Period Ended Dec. 31, 2022 |  | Change in Dollars |  | %/bps Change
GLOBAL SUPPORT CENTER |  |  |  |  |  |  |
Gross profit (GAAP) | $ | 6,325 |  |  | $ | 4,295 |  |  | $ | 2,030 |  |  | 47.3 | %
Operating expenses (GAAP) | $ | 252,981 |  |  | $ | 218,570 |  |  | $ | 34,411 |  |  | 15.7 | %
Impact of restructuring and transformational project costs (6) | (10,832) |  |  | (8,708) |  |  | (2,124) |  |  | (24.4) |
Impact of acquisition-related costs (7) | (2,469) |  |  | (1,511) |  |  | (958) |  |  | (63.4) |
Operating expenses adjusted for Certain Items (Non-GAAP) | $ | 239,680 |  |  | $ | 208,351 |  |  | $ | 31,329 |  |  | 15.0 | %
Operating loss (GAAP) | $ | (246,656) |  |  | $ | (214,275) |  |  | $ | (32,381) |  |  | (15.1) | %
Impact of restructuring and transformational project costs (6) | 10,832 |  |  | 8,708 |  |  | 2,124 |  |  | 24.4 |
Impact of acquisition-related costs (7) | 2,469 |  |  | 1,511 |  |  | 958 |  |  | 63.4 |
Operating loss adjusted for Certain Items (Non-GAAP) | $ | (233,355) |  |  | $ | (204,056) |  |  | $ | (29,299) |  |  | (14.4) | %

(1) | Fiscal 2024 and fiscal 2023 include intangible amortization expense and acquisition costs.
(2) | Fiscal 2023 represents the reduction of bad debt charges previously taken on pre-pandemic trade receivable balances in fiscal 2020.
(3) | Represents a constant currency adjustment, which eliminates the impact of foreign currency fluctuations on current year results.
(4) | Includes restructuring costs primarily in Europe.
(5) | Represents intangible amortization expense.
(6) | Includes various transformation initiative costs, primarily consisting of changes to our business technology strategy.
(7) | Represents due diligence costs.
NM | Represents that the percentage change is not meaningful.

48

| 26-Week Period Ended Dec. 30, 2023 |  | 26-Week Period Ended Dec. 31, 2022 |  | Change in Dollars |  | %/bps Change
U.S. FOODSERVICE OPERATIONS |  |  |  |  |  |  |
Operating expenses (GAAP) | $ | 3,482,462 |  |  | $ | 3,418,753 |  |  | $ | 63,709 |  |  | 1.9 | %
Impact of restructuring and transformational project costs | (120) |  |  | (44) |  |  | (76) |  |  | NM
Impact of acquisition-related costs (1) | (24,572) |  |  | (24,100) |  |  | (472) |  |  | (2.0) |
Impact of bad debt reserve adjustments (2) | — |  |  | 4,250 |  |  | (4,250) |  |  | NM
Operating expenses adjusted for Certain Items (Non-GAAP) | $ | 3,457,770 |  |  | $ | 3,398,859 |  |  | $ | 58,911 |  |  | 1.7 | %
Operating income (GAAP) | $ | 1,780,007 |  |  | $ | 1,686,679 |  |  | $ | 93,328 |  |  | 5.5 | %
Impact of restructuring and transformational project costs | 120 |  |  | 44 |  |  | 76 |  |  | NM
Impact of acquisition-related costs (1) | 24,572 |  |  | 24,100 |  |  | 472 |  |  | 2.0 |
Impact of bad debt reserve adjustments (2) | — |  |  | (4,250) |  |  | 4,250 |  |  | NM
Operating income adjusted for Certain Items (Non-GAAP) | $ | 1,804,699 |  |  | $ | 1,706,573 |  |  | $ | 98,126 |  |  | 5.7 | %
INTERNATIONAL FOODSERVICE OPERATIONS |  |  |  |  |  |  |
Sales (GAAP) | $ | 7,279,668 |  |  | $ | 6,566,146 |  |  | $ | 713,522 |  |  | 10.9 | %
Impact of currency fluctuations (3) | (210,101) |  |  | — |  |  | (210,101) |  |  | (3.2) |
Comparable sales using a constant currency basis (Non-GAAP) | $ | 7,069,567 |  |  | $ | 6,566,146 |  |  | $ | 503,421 |  |  | 7.7 | %
Gross profit (GAAP) | $ | 1,440,139 |  |  | $ | 1,273,725 |  |  | $ | 166,414 |  |  | 13.1 | %
Impact of currency fluctuations (3) | (50,837) |  |  | — |  |  | (50,837) |  |  | (4.0) |
Comparable gross profit using a constant currency basis (Non-GAAP) | $ | 1,389,302 |  |  | $ | 1,273,725 |  |  | $ | 115,577 |  |  | 9.1 | %
Gross margin (GAAP) | 19.78 | % |  | 19.40 | % |  |  |  | 38 bps
Impact of currency fluctuations (3) | (0.13) |  |  | — |  |  |  |  | -13 bps
Comparable gross margin using a constant currency basis (Non-GAAP) | 19.65 | % |  | 19.40 | % |  |  |  | 25 bps
Operating expenses (GAAP) | $ | 1,263,726 |  |  | $ | 1,129,332 |  |  | $ | 134,394 |  |  | 11.9 | %
Impact of restructuring and transformational project costs (4) | (8,406) |  |  | (9,495) |  |  | 1,089 |  |  | 11.5 |
Impact of acquisition-related costs (5) | (33,744) |  |  | (31,949) |  |  | (1,795) |  |  | (5.6) |
Impact of bad debt reserve adjustments (2) | — |  |  | 265 |  |  | (265) |  |  | NM
Operating expenses adjusted for Certain Items (Non-GAAP) | 1,221,576 |  |  | 1,088,153 |  |  | 133,423 |  |  | 12.3 |
Impact of currency fluctuations (3) | (47,743) |  |  | — |  |  | (47,743) |  |  | (4.4) |
Comparable operating expenses adjusted for Certain Items using a constant currency basis (Non-GAAP) | $ | 1,173,833 |  |  | $ | 1,088,153 |  |  | $ | 85,680 |  |  | 7.9 | %
Operating income (GAAP) | $ | 176,413 |  |  | $ | 144,393 |  |  | $ | 32,020 |  |  | 22.2 | %
Impact of restructuring and transformational project costs (4) | 8,406 |  |  | 9,495 |  |  | (1,089) |  |  | (11.5) |
Impact of acquisition-related costs (5) | 33,744 |  |  | 31,949 |  |  | 1,795 |  |  | 5.6 |
Impact of bad debt reserve adjustments (2) | — |  |  | (265) |  |  | 265 |  |  | NM
Operating income adjusted for Certain Items (Non-GAAP) | 218,563 |  |  | 185,572 |  |  | 32,991 |  |  | 17.8 |
Impact of currency fluctuations (3) | (3,094) |  |  | — |  |  | (3,094) |  |  | (1.7) |
Comparable operating income adjusted for Certain Items using a constant currency basis (Non-GAAP) | $ | 215,469 |  |  | $ | 185,572 |  |  | $ | 29,897 |  |  | 16.1 | %

49

| 26-Week Period Ended Dec. 30, 2023 |  | 26-Week Period Ended Dec. 31, 2022 |  | Change in Dollars |  | %/bps Change
SYGMA |  |  |  |  |  |  |
Sales (GAAP) | $ | 3,819,729 |  |  | $ | 3,866,993 |  |  | $ | (47,264) |  |  | (1.2) | %
Gross profit (GAAP) | 301,317 |  |  | 304,354 |  |  | (3,037) |  |  | (1.0) |
Gross margin (GAAP) | 7.89 | % |  | 7.87 | % |  |  |  | 2 bps
Operating expenses (GAAP) | $ | 272,204 |  |  | $ | 291,810 |  |  | $ | (19,606) |  |  | (6.7) | %
Operating income (GAAP) | 29,113 |  |  | 12,544 |  |  | 16,569 |  |  | NM
OTHER |  |  |  |  |  |  |
Operating expenses (GAAP) | $ | 130,772 |  |  | $ | 136,741 |  |  | $ | (5,969) |  |  | (4.4) | %
Operating income (GAAP) | 20,210 |  |  | 21,408 |  |  | (1,198) |  |  | (5.6) |
GLOBAL SUPPORT CENTER |  |  |  |  |  |  |
Gross profit (loss) (GAAP) | $ | 6,498 |  |  | $ | (3,189) |  |  | $ | 9,687 |  |  | NM
Impact of inventory valuation adjustment (6) | — |  |  | (2,571) |  |  | 2,571 |  |  | NM
Comparable gross profit (loss) adjusted for Certain Items (Non-GAAP) | $ | 6,498 |  |  | $ | (5,760) |  |  | $ | 12,258 |  |  | NM
Operating expenses (GAAP) | $ | 508,616 |  |  | $ | 484,211 |  |  | $ | 24,405 |  |  | 5.0 | %
Impact of restructuring and transformational project costs (7) | (24,649) |  |  | (16,495) |  |  | (8,154) |  |  | (49.4) |
Impact of acquisition-related costs (8) | (4,063) |  |  | (2,365) |  |  | (1,698) |  |  | (71.8) |
Operating expenses adjusted for Certain Items (Non-GAAP) | $ | 479,904 |  |  | $ | 465,351 |  |  | $ | 14,553 |  |  | 3.1 | %
Operating loss (GAAP) | $ | (502,118) |  |  | $ | (487,400) |  |  | $ | (14,718) |  |  | (3.0) | %
Impact of inventory valuation adjustment (6) | — |  |  | (2,571) |  |  | 2,571 |  |  | NM
Impact of restructuring and transformational project costs (7) | 24,649 |  |  | 16,495 |  |  | 8,154 |  |  | 49.4 |
Impact of acquisition-related costs (8) | 4,063 |  |  | 2,365 |  |  | 1,698 |  |  | 71.8 |
Operating loss adjusted for Certain Items (Non-GAAP) | $ | (473,406) |  |  | $ | (471,111) |  |  | $ | (2,295) |  |  | (0.5) | %

(1) | Fiscal 2024 and fiscal 2023 include intangible amortization expense and acquisition costs.
(2) | Fiscal 2023 represents the reduction of bad debt charges previously taken on pre-pandemic trade receivable balances in fiscal 2020.
(3) | Represents a constant currency adjustment, which eliminates the impact of foreign currency fluctuations on current year results.
(4) | Includes restructuring and severance costs, primarily in Europe.
(5) | Represents intangible amortization expense.
(6) | Fiscal 2023 represents an adjustment to a product return allowance related to COVID-related personal protection equipment inventory.
(7) | Includes various transformation initiative costs, primarily consisting of changes to our business technology strategy.
(8) | Represents due diligence costs.
NM | Represents that the percentage change is not meaningful.

EBITDA and Adjusted EBITDA
EBITDA and adjusted EBITDA should not be used as a substitute for the most comparable GAAP measure in assessing Sysco’s overall financial performance for the periods presented. An analysis of any non-GAAP financial measure should be used in conjunction with results presented in accordance with GAAP. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Key Performance Indicators” contained in our fiscal 2023 Form 10-K for discussions regarding this non-GAAP performance metric. Set forth below is a reconciliation of actual net earnings to EBITDA and to adjusted EBITDA results for the periods presented (dollars in thousands):
50

| 13-Week Period Ended Dec. 30, 2023 |  | 13-Week Period Ended Dec. 31, 2022 |  | Change in Dollars |  | % Change
Net earnings (GAAP) | $ | 415,242 |  |  | $ | 141,216 |  |  | $ | 274,026 |  |  | NM
Interest (GAAP) | 149,680 |  |  | 132,042 |  |  | 17,638 |  |  | 13.4 |
Income taxes (GAAP) | 129,876 |  |  | 37,260 |  |  | 92,616 |  |  | NM
Depreciation and amortization (GAAP) | 219,458 |  |  | 190,025 |  |  | 29,433 |  |  | 15.5 |
EBITDA (Non-GAAP) | $ | 914,256 |  |  | $ | 500,543 |  |  | $ | 413,713 |  |  | 82.7 | %
Certain Item adjustments: |  |  |  |  |  |  |
Impact of restructuring and transformational project costs (1) | 10,910 |  |  | 14,793 |  |  | (3,883) |  |  | (26.2) |
Impact of acquisition-related costs (2) | 2,332 |  |  | 3,049 |  |  | (717) |  |  | (23.5) |
Impact of bad debt reserve adjustments (3) | — |  |  | (1,923) |  |  | 1,923 |  |  | NM
Impact of other non-routine gains and losses (4) | — |  |  | 314,878 |  |  | (314,878) |  |  | NM
EBITDA adjusted for Certain Items (Non-GAAP) (5) | $ | 927,498 |  |  | $ | 831,340 |  |  | $ | 96,158 |  |  | 11.6 | %
Other expense (income), net, as adjusted (Non-GAAP) (6) | 5,245 |  |  | 15,427 |  |  | (10,182) |  |  | (66.0) |
Depreciation and amortization, as adjusted (Non-GAAP) (7) | (187,859) |  |  | (164,519) |  |  | (23,340) |  |  | (14.2) |
Operating income adjusted for Certain Items (Non-GAAP) | $ | 744,884 |  |  | $ | 682,248 |  |  | $ | 62,636 |  |  | 9.2 | %

(1) | Fiscal 2024 and fiscal 2023 include charges related to restructuring and severance, as well as various transformation initiative costs, primarily consisting of changes to our business technology strategy, excluding charges related to accelerated depreciation.
(2) | Fiscal 2024 and fiscal 2023 include acquisition and due diligence costs.
(3) | Fiscal 2023 represents the reduction of bad debt charges previously taken on pre-pandemic trade receivable balances in fiscal 2020.
(4) | Fiscal 2023 primarily represents a pension settlement charge of $315 million that resulted from the purchase of a nonparticipating single premium group annuity contract that transferred defined benefit plan obligations to an insurer.
(5) | In arriving at adjusted EBITDA, Sysco does not adjust out interest income of $9 million and $5 million or non-cash stock compensation expense of $29 million and $24 million in fiscal 2024 and fiscal 2023, respectively.
(6) | Fiscal 2024 represents $5 million in GAAP other expense (income), net. Fiscal 2023 represents $330 million in GAAP other expense (income), net less $315 million due to the certain items impact of a pension settlement charge that resulted from the purchase of a nonparticipating single premium group annuity contract that transferred defined benefit plan obligations to an insurer.
(7) | Fiscal 2024 includes $219 million in GAAP depreciation and amortization expense, less $32 million of Non-GAAP depreciation and amortization expense primarily related to acquisitions. Fiscal 2023 includes $190 million in GAAP depreciation and amortization expense, less $26 million of Non-GAAP depreciation and amortization expense primarily related to acquisitions.
NM | Represents that the percentage change is not meaningful.

51

| 26-Week Period Ended Dec. 30, 2023 |  | 26-Week Period Ended Dec. 31, 2022 |  | Change in Dollars |  | % Change
Net earnings (GAAP) | $ | 918,634 |  |  | $ | 606,784 |  |  | $ | 311,850 |  |  | 51.4 | %
Interest (GAAP) | 284,014 |  |  | 256,192 |  |  | 27,822 |  |  | 10.9 |
Income taxes (GAAP) | 289,092 |  |  | 166,594 |  |  | 122,498 |  |  | 73.5 |
Depreciation and amortization (GAAP) | 425,465 |  |  | 378,949 |  |  | 46,516 |  |  | 12.3 |
EBITDA (Non-GAAP) | $ | 1,917,205 |  |  | $ | 1,408,519 |  |  | $ | 508,686 |  |  | 36.1 | %
Certain Item adjustments: |  |  |  |  |  |  |
Impact of inventory valuation adjustment (1) | $ | — |  |  | $ | (2,571) |  |  | $ | 2,571 |  |  | NM
Impact of restructuring and transformational project costs (2) | 29,743 |  |  | 25,302 |  |  | 4,441 |  |  | 17.6 |
Impact of acquisition-related costs (3) | 4,961 |  |  | 6,595 |  |  | (1,634) |  |  | (24.8) |
Impact of bad debt reserve adjustments (4) | — |  |  | (4,515) |  |  | 4,515 |  |  | NM
Impact of other non-routine gains and losses (5) | — |  |  | 314,878 |  |  | (314,878) |  |  | NM
EBITDA adjusted for Certain Items (Non-GAAP) (6) | $ | 1,951,909 |  |  | $ | 1,748,208 |  |  | $ | 203,701 |  |  | 11.7 | %
Other expense (income), net, as adjusted (Non-GAAP) (7) | 11,885 |  |  | 33,176 |  |  | (21,291) |  |  | (64.2) |
Depreciation and amortization, as adjusted (Non-GAAP) (8) | (364,615) |  |  | (326,397) |  |  | (38,218) |  |  | (11.7) |
Operating income adjusted for Certain Items (Non-GAAP) | $ | 1,599,179 |  |  | $ | 1,454,987 |  |  | $ | 144,192 |  |  | 9.9 | %

(1) | Fiscal 2023 represents an adjustment to a product return allowance related to COVID-related personal protection equipment inventory.
(2) | Fiscal 2024 and 2023 include charges related to restructuring and severance, as well as various transformation initiative costs, primarily consisting of changes to our business technology strategy and exclude charges related to accelerated depreciation.
(3) | Fiscal 2024 and 2023 include acquisition and due diligence costs.
(4) | Fiscal 2023 represents the reduction of bad debt charges previously taken on pre-pandemic trade receivable balances in fiscal 2020.
(5) | Fiscal 2023 primarily represents a pension settlement charge of $315 million that resulted from the purchase of a nonparticipating single premium group annuity contract that transferred defined benefit plan obligations to an insurer.
(6) | In arriving at adjusted EBITDA, Sysco does not exclude interest income of $20 million and $8 million or non-cash stock compensation expense of $53 million and $52 million for fiscal 2024 and fiscal 2023, respectively.
(7) | Fiscal 2024 represents $12 million in GAAP other expense (income), net. Fiscal 2023 represents $348 million in GAAP other expense (income), net less $315 million due to the certain items impact of a pension settlement charge that resulted from the purchase of a nonparticipating single premium group annuity contract that transferred defined benefit plan obligations to an insurer.
(8) | Fiscal 2024 includes $425 million in GAAP depreciation and amortization expense, less $61 million of Non-GAAP depreciation and amortization expense primarily related to acquisitions. Fiscal 2023 includes $379 million in GAAP depreciation and amortization expense, less $53 million of Non-GAAP depreciation and amortization expense primarily related to acquisitions.
NM | Represents that the percentage change is not meaningful.

Liquidity and Capital Resources
Highlights
We produced positive free cash flow, impacted by higher capital expenditures, timing and historical seasonality, and investments toward our Recipe for Growth strategy. In the table that follows, free cash flow for each period presented is reconciled to net cash provided by operating activities and comparisons of the significant cash flows from the first 26 weeks of fiscal 2024 to the first 26 weeks of fiscal 2023 are provided.
52

| 26-Week Period Ended Dec. 30, 2023 |  | 26-Week Period Ended Dec. 31, 2022
Source of cash (use of cash) | (In thousands)
Net cash provided by operating activities (GAAP) | $ | 855,897 |  |  | $ | 503,466 |
Additions to plant and equipment | (346,797) |  |  | (309,664) |
Proceeds from sales of plant and equipment | 18,347 |  |  | 25,493 |
Free Cash Flow (Non-GAAP) (1) | $ | 527,447 |  |  | $ | 219,295 |
Acquisition of businesses, net of cash acquired | $ | (1,174,608) |  |  | $ | (37,699) |
Debt borrowings (repayments), net | 1,444,755 |  |  | 237,754 |
Stock repurchases | (199,947) |  |  | (267,727) |
Dividends paid | (505,588) |  |  | (498,323) |

(1) | Free cash flow should not be used as a substitute for the most comparable GAAP measure in assessing the company’s liquidity for the periods presented. An analysis of any non-GAAP financial measure should be used in conjunction with results presented in accordance with GAAP. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Key Performance Indicators” contained in our fiscal 2023 Form 10-K for discussions regarding this non-GAAP performance metric.

We are increasing our share repurchase expectations from the prior guidance of $750.0 million to $1.25 billion for fiscal 2024. Including both share repurchases and dividends, Sysco is expected to return $2.25 billion to its shareholders in fiscal 2024.
Sources and Uses of Cash
Sysco generates cash in the U.S. and internationally. As of December 30, 2023, we had $962.2 million in cash and cash equivalents, approximately 57% of which was held by our international subsidiaries. Sysco’s strategic objectives are funded primarily by cash from operations and external borrowings. Traditionally, our operations have produced significant cash flow. Due to our strong financial position, we believe we will continue to be able to effectively access capital markets, as needed. Cash is generally allocated to working capital requirements, investments compatible with our overall growth strategy (organic and inorganic), debt management, and shareholder return. The remaining cash balances are invested in high-quality, short-term instruments.
We believe our cash flow from operations, the availability of liquidity under our commercial paper programs and our revolving credit facility, and our ability to access capital from financial markets will be sufficient to meet our anticipated cash requirements for more than the next 12 months, while maintaining sufficient liquidity for normal operating purposes.
Cash Flows
Operating Activities
We generated $855.9 million in cash flows from operations in the first 26 weeks of fiscal 2024, compared to cash flows from operations of $503.5 million in the first 26 weeks of fiscal 2023. In the first 26 weeks of fiscal 2024, these amounts included year-over-year favorable comparisons on working capital of $172.1 million due to a favorable comparison on inventory and accounts receivable, partially offset by an unfavorable comparison on accounts payable. Accrued expenses also had a favorable comparison, primarily from accrued payroll in the first 26 weeks of fiscal 2024 in comparison to the first 26 weeks of fiscal 2023. Income taxes negatively impacted cash flows from operations, as estimated payments made in the first 26 weeks of fiscal 2024 increased compared to the first 26 weeks of fiscal 2023.
Investing Activities
Our capital expenditures in the first 26 weeks of fiscal 2024 consisted primarily of investments in buildings and building improvements, technology equipment, warehouse equipment, and fleet. Our capital expenditures in the first 26 weeks of fiscal 2024 were $37.1 million higher than in the first 26 weeks of fiscal 2023, as we made investments to advance our Recipe for Growth strategy.
53

During the first 26 weeks of fiscal 2024, we paid $1.2 billion, net of cash acquired, for acquisitions compared to $37.7 million in acquisitions made in the first 26 weeks of fiscal 2023. These payments increased in the first 26 weeks of fiscal 2024 compared to the first 26 weeks of fiscal 2023 primarily due to the acquisition of Edward Don.
Financing Activities
Equity Transactions
Proceeds from exercises of share-based compensation awards were $57.3 million in the first 26 weeks of fiscal 2024, as compared to $47.3 million in the first 26 weeks of fiscal 2023. The level of option exercises, and thus proceeds, will vary from period to period and is largely dependent on movements in our stock price and the time remaining before option grants expire.
In May 2021, our Board of Directors approved a share repurchase program to authorize the repurchase of up to $5.0 billion of the company’s common stock, which will remain available until fully utilized. We repurchased 2,862,667 shares for $199.9 million during the first 26 weeks of fiscal 2024, and intend to repurchase $1.25 billion in fiscal 2024. As of December 30, 2023, we had a remaining authorization of approximately $3.8 billion. We repurchased 6,026,110 additional shares for $500.0 million under our authorization through January 12, 2024.
Dividends paid in the first 26 weeks of fiscal 2024 were $505.6 million, or $1.00 per share, as compared to $498.3 million, or $0.98 per share, in the first 26 weeks of fiscal 2023. In November 2023, we declared our regular quarterly dividend for the second quarter of fiscal 2024 of $0.50 per share, which was paid in January 2024.
Debt Activity and Borrowing Availability
Our debt activity, including issuances and repayments, if any, and our borrowing availability are described in Note 8, “Debt,” in the Notes to Consolidated Financial Statements in Item 1 of Part I of this Form 10-Q. Our outstanding borrowings as of December 30, 2023 are disclosed within that note.
Guarantor Summarized Financial Information
On January 19, 2011, the wholly owned U.S. Broadline subsidiaries of Sysco Corporation, which distribute a full line of food products and a wide variety of non-food products, entered into full and unconditional guarantees of all outstanding senior notes and debentures of Sysco Corporation. All subsequent issuances of senior notes and debentures in the U.S. and borrowings under the company’s $3.0 billion long-term revolving credit facility have also been guaranteed by these subsidiaries. As of December 30, 2023, Sysco had a total of $10.5 billion in senior notes, debentures and borrowings under the long-term revolving credit facility that were guaranteed by these subsidiary guarantors. Our remaining consolidated subsidiaries (non-guarantor subsidiaries) are not obligated under the senior notes indenture, debentures indenture or our long-term revolving credit facility. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” contained in our fiscal 2023 Form 10-K for additional information regarding the terms of the guarantees.
Basis of Preparation of the Summarized Financial Information
The summarized financial information of Sysco Corporation (issuer), and certain wholly owned U.S. Broadline subsidiaries (guarantors) (together, the obligor group) is presented on a combined basis with intercompany balances and transactions between entities in the obligor group eliminated. Investments in and equity in the earnings of our non-guarantor subsidiaries, which are not members of the obligor group, have been excluded from the summarized financial information. The obligor group’s amounts due to, amounts due from and transactions with non-guarantor subsidiaries have been presented in separate line items, if they are material to the obligor financials. The following tables include summarized financial information of the obligor group for the periods presented.
54

Combined Parent and Guarantor Subsidiaries Summarized Balance Sheet |  | Dec. 30, 2023 |  | Jul. 1, 2023
|  | (In thousands)
ASSETS |  |  |  |
Receivables due from non-obligor subsidiaries |  | $ | 190,948 |  |  | $ | 321,476 |
Current assets |  | 5,761,746 |  |  | 5,149,509 |
Total current assets |  | $ | 5,952,694 |  |  | $ | 5,470,985 |
Notes receivable from non-obligor subsidiaries |  | $ | 94,103 |  |  | $ | 108,380 |
Other noncurrent assets |  | 4,442,629 |  |  | 4,254,145 |
Total noncurrent assets |  | $ | 4,536,732 |  |  | $ | 4,362,525 |
LIABILITIES |  |  |  |
Payables due to non-obligor subsidiaries |  | $ | 200,696 |  |  | $ | 71,175 |
Other current liabilities |  | 2,019,075 |  |  | 2,305,435 |
Total current liabilities |  | $ | 2,219,771 |  |  | $ | 2,376,610 |
Notes payable to non-obligor subsidiaries |  | $ | 239,035 |  |  | $ | 240,874 |
Long-term debt |  | 11,452,539 |  |  | 9,793,541 |
Other noncurrent liabilities |  | 1,187,496 |  |  | 1,121,884 |
Total noncurrent liabilities |  | $ | 12,879,070 |  |  | $ | 11,156,299 |

Combined Parent and Guarantor Subsidiaries Summarized Results of Operations |  | 26-Week Period Ended Dec. 30, 2023 |  |  |  |  |  |
| (In thousands) |  |  |  |  |  |
Sales |  | $ | 24,197,326 |  |  |  |  |  |  |
Gross profit |  | 4,380,114 |  |  |  |  |  |  |
Operating income |  | 1,235,310 |  |  |  |  |  |  |
Interest expense from non-obligor subsidiaries |  | 11,781 |  |  |  |  |  |  |
Net earnings |  | 699,757 |  |  |  |  |  |  |

Critical Accounting Policies and Estimates
Critical accounting policies and estimates are those that are most important to the portrayal of our financial position and results of operations. These policies require our most subjective or complex judgments, often employing the use of estimates about the effect of matters that are inherently uncertain. We have reviewed with the Audit Committee of the Board of Directors the development and selection of the critical accounting policies and estimates and this related disclosure. Our most critical accounting policies and estimates pertain to goodwill and intangible assets, income taxes, company-sponsored pension plans and inventory valuation, which are described in Item 7 of our fiscal 2023 Form 10-K.
Forward-Looking Statements
Certain statements made herein that look forward in time or express management’s expectations or beliefs with respect to the occurrence of future events are forward-looking statements under the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “could,” “can,” “may,” “projected,” “continues,” “continuously,” variations of such terms, and similar terms and phrases denoting anticipated or expected occurrences or results. Examples of forward-looking statements include, but are not limited to, statements about:
•our expectations of an improving market over the course of fiscal 2024;
•our expectations regarding the ability of our supply chain and facilities to remain in place and operational;
55

•our plans regarding our transformation initiatives and the expected effects from such initiatives, including the Sysco Driver Academy;
•statements regarding uncollectible accounts, including that if collections continue to improve, additional reductions in bad debt expense could occur;
•our expectations that our Recipe for Growth strategy will allow us to better serve our customers and differentiate Sysco from our competition;
•our expectations regarding our fiscal 2024 sales and our rate of sales growth in fiscal 2024 and the three years of our long-range plan;
•our expectations regarding the impact of inflation on sales, gross margin rates and gross profit dollars;
•our expectations regarding gross margins in fiscal 2024;
•our plans regarding cost savings, including our target for cost savings through fiscal 2024 and the impact of costs savings on the company;
•our belief that our purpose will allow us to grow substantially faster than the foodservice distribution industry and deliver profitable growth through our Recipe for Growth transformation, and statements regarding our plans with respect to our strategic pillars that support this growth transformation;
•our expectations regarding the use and investment of remaining cash generated from operations;
•the implications of the COVID-19 pandemic and any expectations we may have with respect thereto, including our ability to withstand and recover from the crisis;
•the expected long-term rate of return on plan assets of the U.S. Retirement Plan;
•the sufficiency of our available liquidity to sustain our operations for multiple years;
•estimates regarding the outcome of legal proceedings;
•the impact of seasonal trends on our free cash flow;
•estimates regarding our capital expenditures and the sources of financing for our capital expenditures;
•our expectations regarding the impact of potential acquisitions and sales of assets on our liquidity, borrowing capacity, leverage ratios and capital availability;
•our expectations regarding real sales growth in the U.S. foodservice market and trends in produce markets;
•our expectations regarding the calculation of adjusted return on invested capital, adjusted operating income, adjusted net earnings and adjusted diluted earnings per share;
•our expectations regarding the impact of future Certain Items on our projected future non-GAAP and GAAP results;
•our expectations regarding our effective tax rate in fiscal 2024;
•the sufficiency of our mechanisms for managing working capital and competitive pressures, and our beliefs regarding the impact of these mechanisms;
•our ability to meet future cash requirements, including the ability to access financial markets effectively, including issuances of debt securities, and maintain sufficient liquidity;
•our expectations regarding the payment of dividends, and the growth of our dividend, in the future;
•our expectations regarding future activity under our share repurchase program;
•future compliance with the covenants under our revolving credit facility;
•our ability to effectively access the commercial paper market and long-term capital markets; and
•our intention to repay our long-term debt with cash on hand, cash flow from operations, issuances of commercial paper, issuances of senior notes, or a combination thereof.
56

These statements are based on management’s current expectations and estimates; actual results may differ materially due in part to the risk factors set forth below, those within Part II, Item 1A of this Form 10-Q and those discussed in Item 1A of our fiscal 2023 Form 10-K:
•the risk that if sales from our locally managed customers do not grow at the same rate as sales from multi-unit customers, our gross margins may decline;
•periods of significant or prolonged inflation or deflation and their impact on our product costs and profitability generally;
•the risk that we are unlikely to be able to predict inflation over the long term, and lower inflation is likely to produce lower gross profit;
•the risk that our efforts to modify truck routing, including our small truck initiative, in order to reduce outbound transportation costs may be unsuccessful;
•the risk that we may not be able to accelerate and/or identify additional administrative cost savings in order to compensate for any gross profit or supply chain cost leverage challenges;
•risks related to unfavorable conditions in the Americas and Europe and the impact on our results of operations and financial condition;
•the risks related to our efforts to implement our transformation initiatives and meet our other long-term strategic objectives, including the risk that these efforts may not provide the expected benefits in our anticipated time frame, if at all, and may prove costlier than expected;
•the impact of unexpected future changes to our business initiatives based on management’s subjective evaluation of our overall business needs;
•the risk that the actual costs of any business initiatives may be greater or less than currently expected;
•the risk that competition in our industry and the impact of GPOs may adversely impact our margins and our ability to retain customers and make it difficult for us to maintain our market share, growth rate and profitability;
•the risk that our relationships with long-term customers may be materially diminished or terminated;
•the risk that changes in consumer eating habits could materially and adversely affect our business, financial condition, or results of operations;
•the impact and effects of public health crises, pandemics and epidemics, such as the outbreak of COVID-19, and the adverse impact thereof on our business, financial condition and results of operations;
•the risk that changes in applicable tax laws or regulations and the resolution of tax disputes could negatively affect our financial results;
•the risk that we may not be able to fully compensate for increases in fuel costs, and forward purchase commitments intended to contain fuel costs could result in above market fuel costs;
•the risk of interruption of supplies and increase in product costs as a result of conditions beyond our control;
•the potential impact on our reputation and earnings of adverse publicity or lack of confidence in our products;
•risks related to unfavorable changes to the mix of locally managed customers versus corporate-managed customers;
•the risk that we may not realize anticipated benefits from our operating cost reduction efforts;
•difficulties in successfully expanding into international markets and complimentary lines of business;
•the potential impact of product liability claims;
•the risk that we fail to comply with requirements imposed by applicable law or government regulations;
57

•risks related to our ability to effectively finance and integrate acquired businesses;
•risks related to our access to borrowed funds in order to grow and any default by us under our indebtedness that could have a material adverse impact on cash flow and liquidity;
•our level of indebtedness and the terms of our indebtedness could adversely affect our business and liquidity position;
•the risk that the implementation of various initiatives, the timing and successful completion of acquisitions, construction schedules and the possibility that other cash requirements could result in delays or cancellations of capital spending;
•the risk that divestiture of one or more of our businesses may not provide the anticipated effects on our operations;
•the risk that future labor disruptions or disputes could disrupt the integration of Brakes France and Davigel into Sysco France and our operations in France and the European Union generally;
•the risk that factors beyond management’s control, including fluctuations in the stock market, as well as management’s future subjective evaluation of the company’s needs, would impact the timing of share repurchases;
•due to our reliance on technology, any technology disruption or delay in implementing new technology could have a material negative impact on our business;
•the risk of negative impacts to our business and our relationships with customers from a cybersecurity incident and/or other technology disruptions;
•the risk that changes in the method of determining LIBOR, or the replacement of LIBOR with an alternative reference rate, may adversely affect interest expense related to outstanding debt;
•the potential requirement to pay material amounts under our multiemployer defined benefit pension plans;
•our funding requirements for our company-sponsored qualified pension plan may increase should financial markets experience future declines;
•labor issues, including the renegotiation of union contracts and shortage of qualified labor;
•capital expenditures may vary based on changes in business plans and other factors, including risks related to the implementation of various initiatives, the timing and successful completion of acquisitions, construction schedules and the possibility that other cash requirements could result in delays or cancellations of capital spending;
•the risk that the anti-takeover benefits provided by our preferred stock may not be viewed as beneficial to stockholders; and
•the risk that the exclusive forum provisions in our amended and restated bylaws could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
For a more detailed discussion of factors that could cause actual results to differ from those contained in the forward-looking statements, see the risk factors discussion contained in Item 1A of our fiscal 2023 Form 10-K and in Item 1A of Part II of this Form 10-Q.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Our market risks consist of interest rate risk, foreign currency exchange rate risk, fuel price risk and investment risk. For a discussion on our exposure to market risk, see Part II, Item 7A, “Quantitative and Qualitative Disclosures about Market Risks” in our fiscal 2023 Form 10-K. There have been no significant changes to our market risks since July 1, 2023.
58

Item 4. Controls and Procedures
Sysco’s management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December 30, 2023. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding the required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Sysco’s disclosure controls and procedures have been designed to provide reasonable assurance of achieving their objectives. Based on the evaluation of our disclosure controls and procedures as of December 30, 2023, our chief executive officer and chief financial officer concluded that, as of such date, Sysco’s disclosure controls and procedures were effective at the reasonable assurance level.
There have been no changes in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the fiscal quarter ended December 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
59

PART II – OTHER INFORMATION
Item 1. Legal Proceedings
Environmental Matters
Item 103 of SEC Regulation S-K requires disclosure of certain environmental matters in which a governmental authority is a party to the proceedings and when such proceedings involve the potential for monetary sanctions that Sysco’s management reasonably believes will exceed a specified threshold. Pursuant to recent SEC amendments to this item, Sysco has chosen a reporting threshold for such proceedings of $1 million. Applying this threshold, there are no material environmental matters to disclose for this period.
From time to time, we may be party to legal proceedings that arise in the ordinary course of our business. We do not believe there are any pending legal proceedings that, individually or in the aggregate, will have a material adverse effect on the company’s financial condition, results of operations or cash flows.
Item 1A. Risk Factors
For a discussion of our risk factors, see the section entitled “Risk Factors” in our 2023 Annual Report on Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Recent Sales of Unregistered Securities
None
Issuer Purchases of Equity Securities
We made the following share repurchases during the second quarter of fiscal 2024:

ISSUER PURCHASES OF EQUITY SECURITIES
Period | Total Number of Shares Purchased (1) |  | Average Price Paid per Share |  | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) |  | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
Month #1 |  |  |  |  |  |  |
October 1 - October 28 | 569,405 |  |  | $ | 64.48 |  |  | 569,405 |  |  | — |
Month #2 |  |  |  |  |  |  |
October 29 - November 25 | 574,847 |  |  | 67.62 |  |  | 574,847 |  |  | — |
Month #3 |  |  |  |  |  |  |
November 26 - December 30 | 338,707 |  |  | 72.61 |  |  | 338,707 |  |  | — |
Totals | 1,482,959 |  |  | $ | 67.56 |  |  | 1,482,959 |  |  | — |

(1) | The total number of shares purchased includes 0, 1,637 and 1,602 shares tendered by individuals in connection with stock option exercises in Month #1, Month #2 and Month #3, respectively.
(2) | See the discussion in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Equity Transactions” for additional information regarding Sysco’s share repurchase program.

In May 2021, our Board of Directors approved a share repurchase program to authorize the repurchase of up to $5.0 billion of the company’s common stock, which will remain available until fully utilized.
We repurchased 2,862,667 shares for $199.9 million during fiscal 2024. As of December 30, 2023, we had a remaining authorization of approximately $3.8 billion. We purchased 6,026,110 additional shares under our authorization through January 12, 2024.
Item 3. Defaults Upon Senior Securities
None
60

Item 4. Mine Safety Disclosures
Not applicable
Item 5. Other Information
Insider Trading Arrangements and Policies
The table below shows the plans or other arrangements (each, a (Plan)) adopted or terminated during the quarter ended December 30, 2023 providing for the purchase and/or sale of Sysco securities by Sysco’s directors and Section 16 officers:

Name | Title | Action | Date | Trading Arrangement | Number of Securities Covered | Expiration Date (3)
Rule 10b5-1 (1) | Non-Rule 10b5-1 (2)
Kevin Hourican | President and Chief Executive Officer | Adopt | December 13, 2023 | X |  | 75,019 shares to be sold | December 31, 2024
Neil Russell | Senior Vice President, Corporate Affairs and Chief Administrative Officer | Adopt | December 7, 2023 | X |  | 5,129 shares to be sold | December 31, 2024
Chris Jasper | Senior Vice President and President, U.S. Broadline and Foodservice Operations | Adopt | December 13, 2023 | X |  | 4,000 shares to be sold | December 31, 2024

(1) | Intended to satisfy the affirmative defense conditions of SEC Rule 10b5-1(c).
(2) | Non-Rule Rule 10b5-1 trading arrangement as defined in Item 408 of Regulation S-K.
(3) | Each Plan terminates on the earlier of: (i) the expiration date listed in the table above; (ii) the first date on which all trades set forth in the Plan have been executed; or (iii) such date the Plan is otherwise terminated according to its terms.

Item 6. Exhibits
The exhibits listed on the Exhibit Index below are filed as a part of this Quarterly Report on Form 10-Q.
61

EXHIBIT INDEX

3.1 | — | Restated Certificate of Incorporation, incorporated by reference to Exhibit 3(a) to Form 10-K for the year ended June 28, 1997 (File No. 1-6544).
3.2 | — | Certificate of Amendment to Restated Certificate of Incorporation increasing authorized shares, incorporated by reference to Exhibit 3(e) to Form 10-Q for the quarter ended December 27, 2003 (File No. 1-6544).
3.3 | — | Form of Amended Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock, incorporated by reference to Exhibit 3(c) to Form 10-K for the year ended June 29, 1996 (File No. 1-6544).
3.4 | — | Amended and Restated Bylaws of Sysco Corporation dated June 21, 2023, incorporated by reference to Exhibit 3.1 to the Form 10-K filed on June 23, 2023 (File No. 1-6544).
4.1 | — | Forty-Fourth Supplemental Indenture, dated as of November 17, 2023, among Sysco Corporation, the guarantors named therein and U.S. Bank National Association, as Trustee, to the 5.750% Senior Notes due 2029 (including the Form of 5.750% Senior Note), incorporated by reference to Exhibit 4.1 to the Form 8-K filed on November 17, 2023 (File No. 1-6544).
4.2 | — | Forty-Fifth Supplemental Indenture, dated as of November 17, 2023, among Sysco Corporation, the guarantors named therein and U.S. Bank National Association, as Trustee, relating to the 6.000% Senior Notes due 2034 (including the Form of 6.000% Senior Note), incorporated by reference to Exhibit 4.2 to the Form 8-K filed on November 17, 2023 (File No. 1-6544).
10.1†# | — | Form of Restricted Stock Award Agreement for Directors (2023) pursuant to the Sysco Corporation 2018 Omnibus Incentive Plan.
10.2†# | — | Form of Restricted Stock Award Agreement for Directors (2023) pursuant to the Sysco Corporation 2018 Omnibus Incentive Plan (for directors who elected to defer receipt of shares under the 2009 Board of Directors Stock Deferral Plan).
10.3†# | — | Description of Compensation Arrangements with Non-Employee Directors.
22.1 | — | Subsidiary Guarantors and Issuers of Guaranteed Securities, incorporated by reference to Exhibit 22.1 to the Form 10-K for the year ended July 1, 2023 filed on August 25, 2023 (File No. 1-6544).
31.1# | — | CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2# | — | CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1# | — | CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2# | — | CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.SCH# | — | Inline XBRL Taxonomy Extension Schema Document
101.CAL# | — | Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF# | — | Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB# | — | Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE# | — | Inline XBRL Taxonomy Extension Presentation Linkbase Document

62

104 | — | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

___________
† Executive Compensation Arrangement pursuant to Item 601(b)(10)(iii)(A) of Regulation S-K
# Filed herewith
63

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

|  | Sysco Corporation
|  | (Registrant)
Date: January 30, 2024 | By: | /s/ KEVIN P. HOURICAN
|  | Kevin P. Hourican
|  | President and Chief Executive Officer
Date: January 30, 2024 | By: | /s/ KENNY K. CHEUNG
|  | Kenny K. Cheung
|  | Executive Vice President and
|  | Chief Financial Officer
Date: January 30, 2024 | By: | /s/ JENNIFER L. JOHNSON
|  | Jennifer L. Johnson
|  | Senior Vice President and
|  | Chief Accounting Officer